SpiderManAvengers: Tempest Of Time
by Green Gallant
Summary: The timeline is severely altered when one of Marvel's greatest villains goes back in time to kill Tony Stark before he became Iron Man. How will the world change when the leader of the Avengers doesn't exist?
1. Time Lash

_Author's Note: This is what happens when I decide to go ahead and write a story based on a single idea. This is something I shared with my friends earlier, and they thought it was a good idea so I figured I'd write it while it was still fresh in my head. I guess, this could be considered part of the Avengers Crusade universe. I'm still not quite sure where its exact placement will be. Your not required to read Avengers Crusade: The End Is Nigh just to understand this fic, I just did this for fun. Hope you guys like it. _

_**Spider-Man/Avengers: Tempest Of Time**  
_

It was the end of an age; Green Goblin, Norman Osborn and Spider-Man were engaged in their last battle. Heavy losses had been suffered on both sides, and tonight would be the end of it all. The two men stared at each other in a blazing warehouse, Peter in his battle-ravaged costume, with half his mask torn off and his costume in tatters while Norman stood with barely a scratch on him. Tonight it would end, with numerous tragedies leveled on him, Peter has sworn the complete annihilation of Norman Osborn.

Fatigue had set in as the Spectacular Spider-Man had been pushed to his very limit the last few days with Osborn having simultaneously carried out the abduction and near murder of everyone Peter held dear in his life, and holding them in separate locations for Spidey to find them. While at the same time Peter was tasked with battling his son Harry as the new Green Goblin, while Peter himself was under the Symbiote's control. With rage and anger having taken over his mind Peter was fighting a two front battle with himself and with the man trying to kill him. The battle ended with Peter giving Harry a savage beating with the Symbiote feeding off his anger tempting him to kill him so he could move on to their next target. It was when Harry started begging him for mercy that the cries broke through and made him realize what he was doing. The Symbiote mask retreated as he emerged from it with a look of shock on his face, his best friend's face bloodied and nearly unrecognizable. He started to retreat until Harry's psychosis returned and threw a Pumpkin Bomb at him, inbetween those moments the Symbiote took back control as he caught the bomb with his webbing and hurled it back at Harry's face as it detonated. The action finally broke the Symbiote's control on Peter as he looked down at his best friend in horror and fled.

Now a week later with Harry and Aunt May in critical condition along with the recent assassination attempt of J. Jonah Jameson and the death of Daily Bugle reporter Ben Ulrich; Peter now faced down the monster responsible for all these things. The Goblin smirked as he fanned eight little Goblin shurkiens between his fingers and hurled them at Peter. The Webslinger roared racing forward dodging each little throwing star as they flew at him, slashing his body as he dove towards Norman who tossed a Pumpkin Bomb at him point blank. The Wall Crawler knocked away with bomb at the last moment going off to the side as Spidey flying tackle punched him through a brick wall. The two men tumbled across the floor as Spider-Man pinned and pummeled him making him pay for the atrocities he's committed. The Goblin blocked his last punch and knocked Peter clean off him with a single hit. The Web Slinger recovered upside down on a rafter before it collapsed and he landed on his feet as Norman came at him with his fist drawn back, in his anger Peter webbed up to two discarded bricks and slammed them into the Goblin's temple, stunning him, before webbing up his ankle and tripping him and bring a section of the roof down on top of him.

A few moments passed as the dust settled, Norman exploded out from under the debris as Peter rushed at him dropkicking him in the face while he was still waist deep in debris nearly causing his neck to snap and sent him tumbling across the warehouse floor. The Goblin shook his head, clasping the back of his neck as Peter swung at him and snatched him off the floor and sent him crashing into a large pile of crates and grabbed his ankle and flung him out a window, plowing into a stone, square buttress on the neighboring rooftop. The Goblin groaned lying facedown in the pavement with a busted shoulder. As he started to recover two strands of webbing snagged his shoulders to see Spider-Man standing inside the burning warehouse and catapulted Norman back inside, and crash landed face first into another stack of crates before ending up on the floor as Peter stood over him. Spider-Man grabbed Osborn's shoulder and threw him up delivering his hardest punch to Osborn's stomach, rupturing it the villain groaned as he hovered in the air before delivering a haymaker to the Goblin's face sending him into another loaded crate. The wooden box behind him disintegrated, as Osborn lay propped up against its contents, with the left eye of his mask ripped off as Spider-Man walked towards him.

The Goblin was coughing up blood and couldn't find the strength to continue as Peter stood over him with half his mask and a menacing glare.

"Well…what are you waiting for? Do it, kill Me." he said in a weak voice, choking on his blood.

Though the temptation to end his life and the madness once for all, it was one Spider-Man adamantly refused.

"No, even though I've dreamed of this moment up till now…I'm not going to kill you. I've defeated you Norman. It's over." He answered shaking his head at his nemesis. But the villain only laughed, as he lay splayed out on the floor.

"Over? You think this is over?" he said as he started to get up.

"You think that just because you smacked me around and broke some of my bones and gave me internal hemorrhaging that its over? I've got news for you Peter its not over, it'll never be over. You don't get it do you? _I know everything! I've threatened everyone you held dear in your life! I am the greatest threat you know! _I'm not going away Parker, but you sure as hell are!" he said through his teeth activating his Goblin Glider. A large blade shot out of its mouth and rocketed towards him full blast.

His Spider Sense screaming in his head the Webslinger vaulted over the Goblin Glider as it flew under him and straight into Osborn. The villain was horrified as his glider came at him, but none more so than Peter seeing what was directly behind Osborn as the glider slammed into him and piercing a large gasoline container. The tank exploded claiming Osborn's life, as the fireball quickly expanded and pressed a wall of fire against the Webslinger as he screamed.

Not long after the explosion the police found Spider-Man severely burned but alive, Captain Stacy quickly called over the medics as they surveyed his broken form. His costume was in shambles with burns covering 90% of his body, and had the right lens of his mask melted over his face. The medics attended to him putting him on a stretcher and raced to the nearest hospital. While the scene where the Green Goblin's reign of terror ended, was nothing more than a mere shell of the ruptured tank and not a trace of the madman to be found. Elsewhere the nefarious Goblin soon found himself in a dark area of indeterminable space. A faint glow gave him form, as the smell of brimstone and burning flesh filled his nostrils and the Goblin soon realized where he was.

A terror the villain had never known filled his form with dread as he walked towards a glowing yellow crack in the wall and could hear the wailing and see the torment of spirits damned in the lake of fire. Then a cloak of darkness overtook him, a shadow burning and smelled of sulfur made its presence known lightning a hellish spark in the depths of his immortal soul. Norman stood rigid and slowly turned to see the lord of the abyss standing over him. Mephisto.

A demon of crimson skin with wild black hair, and an upturned collar evocative of how mankind viewed him, Mephisto was the ruler of Hell. Known for making many Faustian deals with those unfortunate enough to cross him. A being of incalculable evil and wholly unpredictable the demon lord of Hell stood over his newest resident flashing a grim smile.

"I always wondered when you'd show up." he said in a deep foreboding voice.

His non-existent heart was racing as he gazed up in terror at the overlord. No! This couldn't be! It wasn't his time yet, he was sure of it! Surely there was a way out of this; Mephisto _loved_ making deals with mortals, and from what he heard they were worth it. Maybe he could charm a sweet one out of old Mephisto? And so he started the greatest pitch of his nonlife. Arguing with Mephisto about how he was a great villain and deserved to have his final revenge against Spider-Man, and that if he would allow him back into the living realm he would show him what true supervillainy was capable of. Mephisto was pleased with the man's outrageous claims and humored Osborn returning him to life. The demon however took this deal one step further; if he would travel back in time and kill Tony Stark before he became Iron Man then he would gain his soul back free and clear. The deal was too perfect and consented shaking hands with Mephisto and was restored.

Now armed with time manipulation powers, Norman reappeared on the very spot he was killed and took in his first breath of mortal life. And let out an exuberant sigh reveling in his rebirth. The villain surveyed the area noting the destruction and was amazed that he went out in such fantastic fashion. It truly was a death worth dying, to go out in a literal blaze of glory. Before he began his task for Mephisto there was one last task to attend to and teleported out.

At the New York Methodist Hospital, Peter Parker was in extremely critical condition having barely survived the battle and was covered in gauze from head to toe in his hospital bed. And was placed in an induced coma to recover from his injuries, and was in the same room as Aunt May who was also recovering from her injuries. A rift quietly opened within the room at the foot of Peter's bed as Norman teleported into his hospital room. A sinister smirk was on the villain's face seeing both May and Peter together and walked towards his bed, placing his hand on top his blanket that covered the Webslinger's chest.

"Oh how the mighty have fallen, try as you might you'll never be rid of me. I will miss our time together Peter, but all great things must come to an end." he said to the comatose Peter, producing a large knife from inside his blazer.

"I had seen our last battle go a little differently in my head. But that's life for you. I'll try not to enjoy this too much, it's really a shame that you can't fight back." he said aiming the knife at Peter's throat.

At that moment Police Captain George Stacy burst into the room with his gun drawn at the Goblin's back.

"That's far enough Osborn. Drop the weapon." He ordered.

Norman looked over his shoulder as two more of New York's finest flanked the captain at the door. Osborn smirked and held up his hands slowly turned towards them and hurled the knife at the nearest officer striking the right man in the shoulder and leaped through the hospital window before teleporting out. Captain Stacy and the other officer raced over but could see no trace of him as more officers came in and attended to their brother joined by Harry and Mary Jane. With the former sporting horrific scars down the left side of his face.

A block away from the hospital Norman reappeared looking back over his shoulder at the establishment. Killing Parker will have to wait, he thought with police swarming the area to find him. It'll be some time before he has another chance to murder his arch nemesis and activated his time travel powers to complete his task and win his Faustian deal.

Traveling a few years into the past, he arrived on the Afghan battlefield where industrialist Tony Stark would experience the fateful ambush and capture that would transform him into Iron Man. A fate that was as well known and divulged in modern times as Captain America's. A fate that shall never pass so long as he had anything to say about it. He walked quickly along the dirt path up to where the humvee carrying Stark would soon intercept and blow him halfway to hell. The insurgents had already struck as the sound of gunfire filled the air and Norman quickened his pace up the hill to see them doing battle with the army. Two of the soldiers guarding him were already dead, while a third one had just been shot standing next to the rear passenger's window. He crouched down behind the insurgents who miraculously never caught sight of him and could see Tony creeping out behind the armored door of the humvee and take cover behind a dune.

It was there Norman made his move and snuck up behind the fighter that would launch the rocket at Tony Stark. Norman snuck up behind him striking him in the back of the neck and took the bazooka for himself. Seeing a frantic Tony in the crosshairs and fired, and watched as the rocket struck killing him, direct hit. His fiendish task complete, the villain smirked looking past the scope of the bazooka and was transported back to the present.

_Author's Note: Short, sweet and more or less to the point. I basically wrote this after wanting to expand on a plot thread where Spidey and his supporting cast are introduced into the Avengers Crusade as a possible ally to the team after Norman Osborn takes over SHIELD in that story. So now that Norman's done the deed the question remains: If Tony Stark was never Iron Man what happens to the Avengers? Thoughts? Let me know what you think. Hope you guys liked it. And of course there will be more. _

_Please review, _

_Green Gallant. _


	2. Kingdom Of M

_Author's Note: Hey this is Green Gallant I'm back with another story. I have to say I've been watching this story closely, and I'm surprised with how well received the story is. Spent most of today working on this, so I hope its to everyone's liking. Today we're going to explore more of the altered timeline after Norman screwed with history. __Enjoy._

_**Spider-Man/Avengers: Tempest Of Time**  
_

_**Chapter 2**_

_**Kingdom Of M**_

With the death of Tony Stark, the timeline as we knew it fell apart. Within days of his murder, Norman approached the Stark Industries board of directors engineering a hostile takeover of the company. In the years leading up to his demise, Osborn had casually purchased stock until he eventually owned 51%, the majority needed to own a company. A day after the acquisition he announced the merger of Stark and Oscorp which would turn Stark-Oscorp into a monopoly. Though the Federal Trade Commission would combat this Osborn ultimately won out paying off various members of the FTC board.

With Oscorp now the premier weapons manufacturer in the world he now had the legal rights to Stark Industries' Arc Reactor technology, which in turn would allow Norman to take his place as the new reality's Iron Man. This of course would have disastrous effects on the rest of the planet. With Norman replacing Tony Stark as one of the world's top superheroes, the Avengers were never formed allowing further disruptions to the timeline. The others that would form the team still existed, as did their superpowered alter egos, whereas the team itself didn't. Using his knowledge of history Norman was able to retrieve Captain America from the artic first and would brainwash him into being his top enforcer.

Captain America ever the patriot was unaware of Osborn's evil, and employed a might makes right stance against those that opposed him, with Norman slowly corrupting the Captain's worldview. Swaying him into the world of materialism, and showing him the perks of being a corporate superhero. In his defense Steve really did believe he was doing the right thing and that Norman was truly a good and generous man who only had the world's best interests in mind. In time new superheroes started to emerge, including a recently discovered offshoot of humanity called _mutants_. Mutants had the genetic ability to spontaneously manifest superhuman powers, as wide and varied as humanity itself. While humanity itself had a hostile and limited understanding of the new species. Norman chose to keep close watch on these _mutants,_ as did Captain America.

The new breed dubbed _Homo Superior_ by some; quickly rose within the public eye while the scientific community notably those of Drs. Hank Pym, Henry McCoy and others started to examine the genetic potential of these new superhumans while the general public reacted in fear of the prospect of literally anyone being a mutant. With Norman himself taking a personal interest in the matter working side by side with Drs. Pym and McCoy as he himself was a scientist by trade. And unknown to the science community at large had been abducting adolescent mutants and experimenting on them, learning ways to weaponize the mutant genome.

In the months that followed mutant peace activist Professor Charles Xavier would rise to the fore championing mutant rights, and offering any that came to him safe harbor where he and a group of students would help them learn to control their powers and use them for good. On the opposite end of the spectrum however was Erik Magnus Lensherr, a simple medical doctor living with his family in the African island nation of Genosha. Magnus stood witness to the horrors of a civil war, that nearly wiped his people off the map. He and his family were captured and his wife was executed, the trauma of which awakened his mutant power of magnetism and sent Lensherr into a rage murdering all the officers present. Both sides horrified at his power, the remaining officers opened fire as he turned their own bullets against them and lay waste to the camp.

Angered beyond all reason at his wife's death Lensherr led the rebellion with other mutants whose powers had awakened during the war with Magnus himself taking out the Genoshian dictator and crowning himself King of the island nation. As king he would extend his sphere of influence, donning a black body suit with a gray cape and helmet the mutant king would lay claim to the name _Magneto_. Becoming the first of many mutants to take on a new name after their transformation. Believing himself superior to humans, Magneto extended an open invitation to all mutants to live on Genosha and be safe from the persecution of humans. In time his power would grow and Magneto journeyed to New York confronting the United Nations and their lack of action while Genoshians were slaughtered. When he didn't receive the answer he desired, Magnus spat at them (figuratively) and declared Genosha to be a sovereign nation and warning the UN not to interfere. And began building a power base and a mutant army called Acolytes until the totality of the population became what he termed _The Brotherhood of Mutant Supremacy_.

From the world over Magneto had called forth any mutant that had been oppressed or undermined by the human population, imprisoned and even experimented on. Out of these numbers he raised an elite brand of Acolytes known as Sabretooth, Mystique, Pyro, Cyclops, Havoc, Quicksilver, X-23, Polaris and Avalanche. Many of which had endured the above-mentioned trials and were drawn to his cause quickly rising through the ranks with Cyclops and Havoc among his top men. After being imprisoned for being a mutant, Scott escaped courtesy of a young teenage girl known only as X-23. A mutant with the ability to produce Adamantium claws from her wrists and feet and followed the girl to Genosha.

Arguably of softer conscience than the other Acolytes Scott befriended a young Chinese American girl named Jubilee who was simply there as shelter and not because she wanted to join Magneto's army. While there leader continued his push towards war against humanity. On the other side of the world Xavier was forming his own team of mutants to defend the world in the coming battle. Charles found and recruited a small batch of mutants that didn't agree with Magnus' ideology, and sought to show that not all mutants were inherently evil. This team going by the codenames Wolverine, Jean Grey, Nightcrawler, Toad, Storm, Beast, Colossus and Lady Mastermind were known under the collective name of Xavier's Men or X-Men for short. This new team would be the first line of defense against Magneto and his mutant army.

The daughter of mutant telepath Jason Wyngarde, Mastermind Sr. Regan had powers similar to her father i.e. illusion casting and low-level telepathy. An attractive and svelte blonde haired, blue-eyed girl in her early twenties, dressed in a black bodysuit with pink racing stripes down the sides, and carried a pair of pistols in her belt. Her reasons for joining Xavier's team were unknown, though it was assumed she mainly joined the team for kicks and to bag whatever guy she can get her hands on. And feigned interest in the mission, which did not amuse her teammates with newly, established leader Wolverine telling her to get her act together or leave. And became clear to him and the others that Regan would endanger the mission with Charles asking her to stay in the mansion.

The professor apologized hoping better out of the recruit while the rest of the team boarded the X-Jet and headed to Genosha to confront Magneto. Elsewhere in New York, Norman had been keeping close tabs on the situation in Genosha ever since Magneto's visit and was weighing his options on how to contain the mutant threat, and turned to his lieutenant Captain America. During the course of his service to him, the Captain switched over to a black version of his iconic outfit, with the stars and stripes on his chest now resembling an angled shield. Hearing of what Magneto had threatened on the television, Captain America gave him the only sound tactic he could think of…eliminate them. Osborn smiled and hailed a squadron of fighter jets under his command to commence with the bombing of Genosha.

All this time Magneto's hatemongering continued to fester, working his followers up with a xenophobic fervor. But in the past week, his top man Scott Summers started to doubt his king's message began to wonder if violence was truly the answer. He had to get away from the crowd and get some time to think. The Acolyte took off his visor and rubbed his eyes as he walked into the jungle. After scratching his eyes he replaced his visor and stripped off his jacket as he thought. There were a few mutants here that didn't want any part of Magneto's campaign, and were only here to escape the persecution of their homelands…and he was one of them. Scott didn't come here to fight; he just didn't want to be blamed anymore for his power. He came here because Magneto promised him sanctuary; he only became an Acolyte because Magnus saw the leadership potential in him. Treating him as a son and even promising him the throne should his son Quicksilver not live up to the responsibility. Even though he wasn't of the House of M, he enjoyed a privileged position within Genoshian society. Not necessarily a prince but as an honorary member of the royal family. Though was treated as if he were, though he would decline the tribute paid to him and wished they just called him Scott. Few of the residents got it, but there was one in particular that treated him as he saw himself. The girl calling herself Jubilee, along with another Genoshian named Rouge and still another Acolyte calling himself Gambit.

In this land was mandatory that any able bodied mutant over the age of 21 join the Acolytes. However there were some like Rouge and Jubilee who did not join for personal reasons. Jubie because she was too young, and Rouge because she didn't want to hurt anyone, Scott had somehow managed to talk his 'father' out of making Rouge serve despite her potential, and honored his son's request. Regarding her, Jubilee and Gambit as his closest friends but still he couldn't figure if he should continue following his father's cause or not. He wasn't a violent man by nature; at least he didn't think so. But he couldn't imagine being ordered to kill baseline humans just because his king said so. There had to be another way to deal with the human/mutant conflict he thought, one that didn't have much bloodshed.

The rumbling of a low-lying jet engine caught his attention as he looked up and saw a large black stealth jet descend into the trees. He went for his radio in his pocket but relented. Scott narrowed his eyes behind his visor and rushed to meet the intruders.

Cyclops stalked behind a tree as the X-Jet finally landed and the front hatch opened revealing the away team. He narrowed his eyes as he saw seven oddly dressed operatives come out, one of which was wearing a gaudy yellow jumpsuit with blue briefs, gloves and a mask, another one that was crouched down like a frog and hopped around wearing a mostly black outfit with yellow sleeves and stripes down his legs and a yellow bandana with a large 'X' shaped brand on his head. Along with an African woman with long white hair, done up in a ponytail, dressed in a black sleeveless leotard with a gold trimmed cape. A tall, sturdy, black haired man that stood head and shoulders above the rest, wearing a scarlet sleeveless shirt and pants, with black boots. A blue, hairy beast of a man in black shorts. A small scraggily figure with blue skin or fur wearing a red and black jumpsuit and had what appeared to be a demonic tail with only two toes and three fingers that remained crouched down as well. And finally a young woman with long red hair wearing a skintight green jumpsuit, and a golden bird like symbol on her chest with a golden belt sash and thigh high boots of the same color.

Who were these people? And what were they doing in Genosha? Were they more refugees seeking shelter from the outside world? Something about this didn't seem right, the jet looked far too militaristic for his tastes, which meant they had to be a strike team of some sort. But who sent them? He couldn't find any national flags on their suits and in fact were very unorthodox in appearance. The closest he could figure out was the large 'X' symbol on the one teammate's bandana; and chose to remain hidden until he could figure out a plan. The man in yellow however had other plans as he perked up and started scanning the area. Did he smell the air? Cyclops thought, the man looked in his direction and sneered, Cyclops slinked back and the man in yellow lunged at him drawing a triad of metal claws from his hands as he flew at him and let out a yell.

Cyclops panicked and fired his optic blast at the man hitting him in the face and knocking him back. The others were on point as the scarlet beam shot from out of nowhere and found their teammate flat on his back but quickly recovered rubbing his jaw. It was that moment he stepped out from behind the tree and revealed himself to the X-Men. The team remained guarded as he stared them down.

"Who are you?" he demanded. The team remained tense but the woman in green held out her arm and spoke up.

"We're mutant peacekeepers. Who are you?" she asked taking a few steps forward him.

'That's far enough." He said throwing out his arm.

"My name is Cyclops, I'm with the Acolytes. What business do you have on Genosha?" he asked maintaining a professional attitude.

"Kicking your can for starters." The one in yellow growled. Cyclops glared back at the loudmouthed mutant.

"Don't make me blast you again." he warned.

"You just try it pretty boy!" Wolverine snarled.

"No! We want to speak with your leader Magneto." The woman said. Cyclops raised his eyebrows at her but remained even-tempered.

"Why would you want to speak with him?" he asked.

"We've heard that he's planning to start a war with the humans. We were hoping we might be able to reason with him. Try to find another course of action." She said.

"And of what nation do you represent?" he asked again. She looked at her teammates and then answered.

"We don't represent any nation. Most of us are from other countries, but the man we represent is Professor Charles Xavier." She told him.

"I've heard of him, thinks that humans and mutants can leave peacefully together right?" he asked in a low, professional voice. Jean nodded as he scanned the other members of the team.

"So then why sneak into the country? Why not just face him directly if your here to talk?" Cyclops asked while the guy in yellow started to growl at him. Scott peeked at him from the corner of his visor.

"You gonna stand around and ask twenty questions all day or are we gonna do something about it?" Wolverine snarled flashing his claws at the Acolyte.

"Threats will get you nowhere sunshine." Cyclops said sardonically as Wolverine gave him a puzzled expression through his mask.

"W-what did you call me?" he asked dumbfounded.

"That ridiculous suit your wearing. No real man I know of wears that much yellow." He replied pointing at him that only inflamed the Canadian even more.

"What the hell do you think your wearing?" he barked.

"These are just belts, anyway at least I don't look like roadside flare." Cyclops remarked as Wolverine cringed in anger, ready to gut him.

"Why you!" he growled.

"That's enough both of you! Honestly you two are like children!" the girl in green yelled scolding them. The African woman in the leotard stepped up to Cyclops.

"Since you already know of our presence, it is imperative that we speak with your king. To turn him away from sparking war with the humans." She told him, the Acolyte narrowed his eyes at her and turned away.

"All right, come with me. But keep that guy on a leash." He ordered leading the way. The X-Men slowly followed Scott one at a time while an incensed Wolverine brewed with anger.

"Grrrr. Who does that guy think he is?" he asked.

"Oh can it Logan." Jean said annoyed as she went after Scott.

_Author's Note: All right so what'd you think of that? I kind of wonder does it seem like I jump all over the place in my stories? I think it goes without saying, that when you create an alternate timeline you need to show how the world has changed. Since mutants haven't really been featured that prominently in A:EMH, I figured I'd take a crack at it. That and I hardly ever get the chance to write X-Men, which has always been one of my favorite shows/properties/franchises. And I will admit that Cyclops has always been my personal favorite. Anyway I think I did a pretty good job keeping them in character. So let me know what you think. _

_**Please review, **  
_

_**Green Gallant. **_


	3. Encounter

_Author's Note: All right I'm back with another new chapter. Enjoy. _

_**Spider-Man/Avengers: Tempest of Time**  
_

_**Chapter 3**_

_**Arrival**_

As the X-Men followed Cyclops up to the Genoshian capital to try to speak with Magneto, in New York City a rejuvenated Spectacular Spider-Man flew over the streets of Manhattan. Due to the time disruptions caused by Norman Osborn, Peter Parker was not only healed of his horrific injuries inflicted in the prior timeline but as an additional consequence the Wall Crawler had been aged down by about 8 years, making him 17 years old once more. Now in his second year of crimefighting, Spider-Man had yet to experience the tragedies that would plague his adult life, including the death of his beloved Uncle Ben. With Ben still in his life, Peter was still a little cocky but remained grounded for the most part, but now enjoyed his role as a hero even more.

He didn't see it as much a responsibility as his older self would, for now it was just about having fun and helping people as best he can. Flying high over the streets of New York he was greeted by those on the ground praising the good work he did, despite evidence to the contrary sometimes. At high noon it was time for him to take a lunch break and stopped in at his favorite hot dog vendor's spot as an older balding Italian American man looked up from his cart making a chili dog and saw the Wall Crawler hang over him.

"Hey just in time Spidey. Here you go." The man said handing him a prepared dog with everything on it. The Wall Crawler gratefully accepted the hot dog as he clung to some webbing with his feet planted firmly against a wall.

"Thanks Mr. Giovanni." He said.

"Call me Giorgio." The man stated.

"Thanks Giorgio but I uh…" Spider-Man said patting his side and his eyes widened as he looked back at the hot dog vendor.

"I uh…I must have left my wallet in my other suit." he said sheepish. Giorgio smiled at the Webslinger.

"Forget about it, after you saved my daughter last week from Mysterio and Shocker you can have all the hot dogs you want. Hey you want another one?" he asked grabbing another dog.

"Oh no, I-I-I couldn't. Your too kind." Spider-Man said.

"No I insist. You look like you could stand to gain a few pounds. They not feeding you enough at home?" Giorgio asked. The Wall Crawler raised an eyebrow as the vendor put the chilidog in a bag and gave it to him.

"Um, thanks." He said.

"No problem. Cant have New York's lead superhero starving now can we? Hey Spider-Man if you want I'll let you hook up with my daughter. She speaks very highly of you Your probably what about 16? 17?" he asked catching Spider-Man off guard.

"Uh…" he said awkwardly.

"You're right, hey anytime you want a hot dog you come to Giorgio. Their on Me." the vendor said proudly.

"Thanks." The Webhead replied and took off.

"You keep up the good work Spidey, we're counting on you!" Giorgio cried out.

The webslinger reached a rooftop away from the prying eyes of the public and pulled up his mask part way to enjoy his lunch. One frank with the works, one chilidog and a large coke all courtesy of Mr. Giovanni. Scarfing down his dog, a wrist-mounted communicator chirped tearing him away from his lunch. The wall crawler sighed and answered it with his hot dog still in his mouth.

"Yeah?" he asked still chewing his food.

"Where are you?" a voice asked.

"Errr rrr muhh lnnch. Eating my lunch." He said after swallowing.

"Well get down here." The voice commanded.

"Okay, okay all right. I'm going." Peter said annoyed and sighed out. The web slinger quickly munched on his dog, took a drink and then tossed his second dog into the air and swallowed it whole before guzzling down the rest of his soda, and belched loudly before pulling down his mask and took off.

Swinging halfway across town Peter arrived as Oscorp Tower where the rest of his team awaited him. Flying in through the window, Peter emerged in an office three quarters of the way up near the top floor and was joined by three other superheroes his own age. The wall crawler pulled off his mask as his teammates looked back at him. The team in question consisted of three teenage boys and a girl. The eldest of which was an African American male that towered over his teammates wearing what resembled a black old school wrestling outfit with a yellow short-sleeved shirt, metal armbands along the sleeves, with yellow boots, short black hair and sunglasses for a mask. And went by the codename _Power Man. _

While the boy next to him was noticeably shorter, slimmer and well muscled wearing a dark green jumpsuit with a black winged serpent dragon emblazoned on his chest, with a gold belt sash, and bandana style mask, with shoulder length blonde hair peeking out from under the mask. And green boots with sleeves that came down to his elbows. And was called _Iron Fist._

Their third male teammate wore a black bodysuit with three gold disks on his chest in a 'V' style, with silver metallic highlights along his sleeves and gold gloves, and belt buckle, dark boots and a gold full faced helmet with a large, red four point star on the crown of his helmet extending between his eyes, with the helmet showing only his mouth. Hero designation: _Nova. _

While the only female on the team wore an all white catsuit with large gray stripes on her shoulders, arms and waist, wearing a dark green belt with a cat's head charm, and wore an all white mask with yellow eyes, and a large plume of dark brown hair jetting out over the back of her cat themed mask in a large ponytail, and sporting an admirably large bust. And was called _White Tiger_.

In the regular timeline, Power Man and Iron Fist were adult superheroes like Spidey himself. Whereas in the previous timeline Power Man was a gargantuan sized African-American in his mid thirties reaching over seven feet tall and had abandoned the Power Man identity as an adult going by his civilian name Luke Cage. Luke had now shrunk an entire foot and was a more average sized if highly muscular teenager of about 18. While his best friend Iron Fist was around the same age as him in the prior timeline and was now a year younger than him, and was also a little shorter.

Their teammate Peter Parker had also shrunk down from his previous height of 5'11 to 5'6, and had a lighter frame than before. Being in his teens also meant that Peter wore his first costume once more, which sported a large spider symbol on his chest and small tufts of translucent webbing on the underarms of his suit.

Together they served as a pro-bono superhero team called _The New Warriors. _

After meeting his teammates their advisor and financer Norman Osborn wheeled around in his chair revealing himself to them.

"Welcome Warriors, I have good news your show has been renewed for a second season. People love you, and love being taken along on the adventure. Sales of White Tiger and Nova toys are up thanks to recent focus episodes on you two. And as usual Spider-Man merchandise keeps going up. However the mayor has voiced his concern over filming you guys and putting the public in danger. Therefore I feel like I should remind you to focus on the battle, and not the cameras. Not that you guys have had much problem with that. All the same be careful ect, ect you know the drill. Oh and be ready in case the camera crew decides to follow you on any of your patrols." Osborn reminded them.

The team was dismissed and went their separate ways leaving Osborn's office, as Peter was about to do the same but stayed behind.

"Peter may I have a word with you?" Mister Osborn asked. The wall crawler looked up at him and meekly approached his desk.

"Sir?" he asked.

"The executives have been bitching their asses off about having only one girl on the team." Norman said reclining in his chair sideways before looking up at the webslinger.

"You know any superheroines I haven't heard of?" he asked.

"Um, y-yeah actually I do." he replied as his boss sat up and faced him.

"Who?" he asked clasping his hands together on his desk.

"Black Cat. I've teamed up with her a few times." Spider-Man said. Norman touched his chin as he pondered this.

"Hmm, having two cat themed superheroes would be repetitive. Anyone else, specifically one that could be contrasted to White Tiger?" he inquired.

"I don't know of any other heroines at the moment sir." Peter shook his head.

"Mister Osborn, if I may…do you really think a reality show is the best thing to do? I mean, I appreciate the attention and all but I kind of feel like it takes away from our effectiveness in the field." Spider-Man tried to reason with him while Norman fiddled with a pen holding on his desk.

"And most of us didn't become superheroes so we could be celebrities…" he trailed off as his employer looked up at him and quickly backtracked.

"I mean _you've _been great to us don't get me wrong. I just…I'm not sure about this whole reality show angle Mr. Osborn." Peter clarified as Norman smiled at him.

"Peter, I'm only trying to raise the profile of you and the other Warriors. But if you don't feel as though this is right, then I'll take the issue before the executives. After all there are other ways of raising the team's visibility in the media." He assured him. Peter smiled a bit as he replaced his mask.

"Thank you Mister Osborn." He said.

"Think nothing of it Peter. There's a whole wide world out there that needs your help. Wont don't you go save it?" he smiled and nodded. Spider-Man nodded in response and leaped out the window. The industrialist's smile was replaced with a scowl, and checked on the progress of the bombing of Genosha.

On the island nation the X-Men continued their trek through the jungle towards the palace with Cyclops as their guide. Since they met Wolverine has been hostile towards the young Acolyte, the feral mutant remained alert since for all they knew he could be leading them into a trap. And if he did…well let's just say there'll be one last mutant in the world. His claws poised, his superhuman senses taking in every stimuli. The rustle of the flora, the birds singing in the trees, the occasional twig snapping under foot. Every inch of this place made his skin crawl. And then a familiar scent filled his nostrils; he froze as the others continued onward. A pungent aroma of decay and bloodstains long forgotten; a smell of sweat and musk mixed with the faint hint of adrenenalin, a potent toxicity of testosterone filling the air. A wave of anger surged up inside Wolverine, and was breathing heavily, his knuckles cracked straining his fingers as Logan reached his peak of preparedness. His teammate Storm stopped and took notice of his agitated state.

"Logan? What's wrong?" she asked.

Across the island his mortal enemy Sabertooth latched onto to Wolverine's own sent and spun around facing the jungle. Flashing a toothy smirk, Sabertooth rushed into the jungle to intercept him. On the other side Wolverine narrowed his eyes in the far off direction his nemesis was heading.

"He's coming." he said in a low voice to no one.

"Who's coming?" Storm asked as the others looked back at them.

"Your goody-goody little friend there was leading us into a trap." Wolverine growled grabbing the Acolyte's attention.

"What?" he said shocked, and was just as clueless as the others.

"I'll deal with you later. Right now I got bigger fish to fry. _Raaaaawr!" _Wolverine snarled as he raced to intercept the mutant.

A hundred yards out Sabertooth rushed through the jungle showing him as a shirtless man monster with a barrel chest and arms, narrow legs and vaguely feline facial features, having pointed ears and a long distinctly human nose, with yellow eyes, and fangs, and long blonde hair that went past his shoulders. And had small patches of fur along his shoulders and forearms with black stripes defining them, as well as having them on his sides, wearing tight black pants with white gauze tape over his thighs and brown boots.

The two were on a collision course as the distance closed between them as Sabertooth drew in his fists and four titanium claws shot out of his hands and jumped over a brush at Wolverine as he did the same and buried his claws deep into Sabertooth's chest. The mutant roared in pain as he went down and rolled over with Wolverine's claws still in his chest, grabbing the mutant's arms he flailed Wolverine around slamming him into nearby trees to release his hold, and ejected his claws from his chest with one last throw. Wolverine rebounded with his feet against a tree trunk and was poised to attack once more before Sabertooth drove his own claws into Wolverine's stomach pinning him to the tree.

Wolverine roared in pain as Sabertooth held him down and smiled. Logan paid him in kind stabbing his left side as his enemy cried out and slashed the villain's face. And got him a second time forming a triple striped 'X' on his features as Victor clutched his face with his free hand and was stabbed through by Logan's gorging his eyes. The villain roared in pain drawing his claws from Logan's stomach freeing the mutant as he staggered back and an enraged Wolverine slashed his right thigh bringing him to his knees. As Logan drew back his fist to deliver the killing blow to his head, the others called for him to stop. He looked up at the X-Men and Cyclops and snarled as the Acolyte came into the clearing.

"Don't tell me this piece of garbage is with you!" Wolverine growled.

"He's one of the Acolytes yes. You care to tell me what this is about?" Cyclops replied calmly.

"Should have expected as much from you." Wolverine snarled throwing his opponent to the ground and stormed off. The rest of the X-Men looked up at Scott while his own teammate Victor looked back at him still cradling his scarred visage.

"You all right?" he asked.

"I'll heal." He said as he started to regenerate and stood up revealing his restored face to them.

"Don't worry about it." he added.

"What could have set them off?" Jean asked.

"Your guess is as good as mine. Let's just hope your friend cools it before he meets the king. You don't want an international incident on your hands." Cyclops advised them.

"We'll try to keep him in check." Jean told him. While Cyclops decided it was a good idea to radio ahead to his king should there be more trouble.

At the palace King Magneto, stood out on a balcony overlooking his domain. A walkie-talkie chirped off to the side and floated over to its master's side a moment later.

"What is it?" he asked.

"I'm sorry to bother you your highness, but we have new mutants on the island. They call themselves a peacekeeping force and wish to speak with you sire." His son told him. The Master of Magnetism raised an eyebrow and looked back into the small radio before responding.

"Bring them to me." he ordered.

"Way ahead of you. Sire I should warn you though, one of their number was already picking a fight with Sabertooth. He looked as though he was more than a match for him and was ready to kill him till we intervened." Cyclops told him. This last bit of information intrigued the king.

"I see, is he still with you?" he asked.

"No your majesty, he took off once the fight broke up. I have no idea where he is now, but I have the rest of the team with me." Cyclops explained.

"Did they surrender?" he asked.

"No your highness, they came with me of their own will." He added.

"Very well, I shall speak with them." Magneto replied.

"Yes your highness. We should be up there in no more than ten minutes." He replied and signed off, while Magneto radioed his Acolytes.

"There appears to be interlopers on the island. Cyclops is bringing the main group to me, but be on the look out for enemy agents." Magneto advised them.

"What shall we do with them my liege?" asked an older male voice, his head Acolyte Avalanche.

"Cyclops claims they are a peacekeeping force of mutants. So when you catch him, bring him here in one piece." Magneto said putting emphasis on the wordplay.

"Yes your highness." The Acolyte replied.

"Be forewarned, Cyclops says the agent was able to defeat Sabertooth." He advised.

"Hmm. In a way that doesn't surprise me. We'll be careful then, Avalanche out." he said.

Down in the courtyard a tall Greek mutant wearing a black jumpsuit with a silver overcoat and half dome shaped helmet got off the radio as he turned to his Acolytes. Which included the likes of Havok, Mystique, X-23, Polaris, Quicksilver and Pyro, while their leader Avalanche briefed them on the task at hand.

As Cyclops and the group neared the castle Wolverine drifted farther away from them exploring the jungles on his own, while his nemesis Sabertooth tracked him from behind still recovering from his internal injuries. Wolverine knew of his presence long ago but chose to ignore him in his weakened state. However Sabertooth wasn't about to let him get away that easy and radioed his location to the others. Elsewhere the X-Men began climbing a large flight of stairs that would lead them into the kingdom. Within minutes the Acolytes would intercept Logan as he wandered the jungle. The X-Man's body tensed up as he caught a whole new collection of scents and looked up to see the Acolytes standing in a row on a hilltop overhead. The yellow suited mutant gritted his teeth at the assembled villains as they stood over him with Avalanche standing in the middle with arms folded.

"By the order of King Magnus you are to come with us peacefully." He called out to Logan. The mutant growled and drew out his claws.

"Sorry but I don't do peaceful, bub." He replied as Pyro flashed an insane smile.

"We were hoping you'd say that." he said holding up his flamethrower gauntlets infront of his face.

Pyro was a young mutant in his late teens wearing a scarlet suit of armor with angled plating with an orange racing stripe that down his torso and between his legs, with black gloves, amber goggles and a spiky shock of bright orange hair. Avalanche placed a restrictive hand on the young man's shoulder as he looked up at his leader who remained even-tempered.

"We will give you one last chance to surrender. We do not wish to fight you." the masked man advised.

"Says you. I want to _roast_ him!" Pyro said showing signs of illness.

"We have received word you are part of a peacekeeping envoy. We do not want an international incident between our nations." Avalanche told Wolverine.

Wolverine narrowed his eyes at the Acolyte leader, turning his steely gaze on the others sizing them up and retracted his claws a moment later. The young Pyro scowled as his leader looked on approvingly.

_Author's Note: Okay so to be honest, I dont think that first half with Spider-Man was my best work, but at the same time I'm impressed with what I can come up with in two days. I'm sorry if the X-Men/Acolytes encounter wasnt as big as you thought it'd be, but really I dont think the second part of this chapter was that bad actually. I'll let you guys decide on that. Let me know what you think. _

_Please review, _

_Green Gallant. _


	4. Rage

_Author's Note: All right I'm back with another chapter I hope you guys like it. _

_**Spider-Man/Avengers: Tempest of Time**  
_

_**Chapter 4**_

_**Rage**_

The lunch hour had ended in New York as Spidey was forced to return to school and endure his typical student life. Changing out of his costume in a janitor's closet, Peter emerged with his backpack slung over his shoulders wearing a blue unbuttoned dress shirt, with a white t-shirt underneath and kakis as he looked around and blended in with the crowd making his way to his locker.

Finally arriving at his locker, Peter dumped his bookbag containing his costume and reached for his books, minding his business when a tingling sensation grabbed his attention and a large fist flew at his back, Peter dodged to his left as the fist collided with the locker door next to him smashing it and revealing his tormentor Flash Thompson.

"Hey there Puny Parker, you dodged too early this time." a tall, blonde athletic teenager stood over him, while Peter fell on his ass infront of Flash.

"A big gorilla like you? I could hear you coming a mile away." Peter snarked and Flash grabbed his jacket bringing him up to his level.

"Got a mouth on you too huh? Well I know how to take care of that." the bully said drawing back his fist.

"You always did like solving your problems with your fists Flash. But let's see how you like it when the shoe's on the other foot." Pete said, pressing his own against the locker behind him and knocked Flash on his back and punched him back and took off down the hall.

While an enraged Flash pounded the floor with his fist as he looked up.

"Your dead Parker!" he yelled and took off after him.

Peter raced down the hallway at breakneck speed and looked back to see Flash running after him on the other side of the hallway. After three long years of torment he finally got his revenge on Flash Thompson, except now he may have stirred up the proverbial hornet's nest by finally using his powers against him, and was half a hallway ahead of him.

"You can't outrun me Parker, I'm All State running back!" he yelled.

He had to admit he hadn't really planned this out; maybe he should have just punched him across the room like he intended. And seeing as everyone else was in class he had to think this one out on his own, and ran for the gym. Bursting through the double doors, he scanned for a place to hide and opted for the ceiling. Flash came into the room a second later and could find no trace of his would-be victim, while Peter hid in the shadows on a rafter. Flash traced the gym carefully for any sign of him. Flash grit his teeth and exited, while Peter remained topside until the coast was clear and landed on a gymnast's mat a moment later. The loud 'pamf' of his fall echoed throughout the gymnasium and decided to exit through the back. While a thoroughly frustrated Flash stormed through the empty changing room and stopped infront of his locker.

Undoing the lock the head jock took a hypodermic needle filled with a red substance and rolled up his sleeve injecting the substance into his blood stream. He cringed and sighed in apparent relief, before pulling up his pant leg and put the second half of the dose into his system. He groaned once it was empty and buried the syringe in the back corner of his locker and secured it before rolling down his sleeve and pant leg. The student cracked his neck and punched the nearest locker in satisfaction before leaving. In the depths of his locker, the name of the drug was revealed on the syringe reading _M.G.H. _

For some time now Flash had been using the illegal steroid known as Mutant Growth Hormone. With the recent emergence of such, Flash felt it would give him an edge in the field of sports and was introduced to him by Herman Schultz who was secretly the Shocker. Claiming to be a scout he convinced Flash that mutants would overtake the sports world and that it'd be a shame for his natural talents to be overshadowed by 'closet' mutants. For the past month he'd become more aggressive, while excelling in the field giving him slightly enhanced speed and tenacity and was also using it to get an adrenal high. In truth the serum he'd been injecting into himself was alive and had been taking over his system a little at a time.

On the surface he seemed fine and was just his usual jerky self, while inside the serum was rewriting his genetic code. As Flash returned to class, the sentient serum metastasized. He started sweating and wiped his brow removing his heavy letterman's jacket. He was breaking out in a fever as his flesh turned pale and was sweating profusely, his black t-shirt saturated in his own secretions and was beginning to feel lightheaded before dropping to his knees in the barren hallway. He was burning up as pools of sweat were brimming around him and even started to evaporate off his body as Flash groaned unable to breathe and stripped off his shirt on all fours. It wasn't letting up. His sweat was evaporating even faster than before. Looking down at his arm, his flesh was boiling as a red substance started bubbling through his pores.

"What's…happening to me?" he groaned as a massive pain attacked the pit of his stomach, crippling his body and cried out in pain.

Two of the classroom doors opened as teachers came out rushing to his side. While curious students peeked around the doors wondering what the commotion was and grew concerned. But perhaps none were more worried than Peter himself who was in one of the interrupted classes.

"Get the nurse!" a balding teacher yelled to his college who went for help.

Flash's eyes flew open in agony and his fingers spread with knuckles cracking as Peter and the other students looked on. A pained, twisted expression wrote itself in his features as he looked up at the teacher and punched him into the ceiling. The students shrieked in horror as the teacher came crashing down as a mysterious red substance coated his left arm, and scarlet tentacles shot out of his back as Flash drifted to his feet. Blood vessels on his chest start sprouting up in large quantities as he looked down at himself horrified and started forming a mysterious spider symbol across his chest while Peter quickly activated his wrist com, alerting his teammates with a flashing button. His piercing blue eyes turned milk white and his teeth became like daggers as more of the red substances seeped out his body racing up his arms and the tentacles sprouting out his back quickly enveloped his body, turning blood red with muscle definition and black highlights shading in his muscle tone and forming and darkening his hands and feet. The tentacles wrapped around his neck and pooled over his entire face giving him a monstrous visage, a twisted variant of Spider-Man's own as the ungodly abomination turned its attention to the students scaring the absolute hell out of the student body as the creature roared at them. A slew of small scarlet tentacles rose out of his back and shoulders and lunged at the helpless students. Without thinking Peter threw himself at the beast and slammed his loaded backpack against the monster's head and into a wall.

"Get out of here!" he yelled as the students ran.

The beast pried itself from the undamaged wall while Peter dropkicked the monster's stomach knocking him down and rushed past him hoping the beast would give chase. The creature roared back at him and did as he anticipated. While up the hall Peter quickly installed his web shooters and ducked around the corner, the monster whipped around the corner on all fours and was clocked with a large wooden desk slamming it into the lockers behind him. The beast looked beyond the desk to see Spider-Man partly crouched in a post-throwing stance. The creature roared and threw the desk back at him at full force as Spider-Man shot a line and leaped over the desk crushing the lockers on the far end of the hallway as the beast nailed him with a flying choke slam, and formed an axe out of his right hand. Spidey's eyes widened and quickly webbed the overhead florescent lights and brought them down on top of the monster before punching him in the face, and a double kick to its torso forcing it back into the desk and lockers crushing them. The beast roared as Spidey rolled back to his feet in a crouching position.

"Okay this is getting me nowhere. What could have turned him into that? Could Flash be…a mutant?" he said in shock.

"Whatever the case, I have to get him away from this school. And I'm starting to run out of ideas. Where are those guys?" Spider-Man wondered aloud.

The creature stood up shot its tentacles at the wall crawler from its forearms while Spidey leaped around the hallway dodging them at every turn on the lockers and ceiling before back flipping further up the hallway and took off as the creature briefly gave chase and shot a torrent of the scarlet sludge out of his arm, spider sense activated as Peter turned looked over his shoulder slamming him through the door of another classroom and crashed into a row of desks, startling students. The red goop receded crawling back to its master as Spidey recovered and students were forced into the back corner. A male student smashed the window next to them with a chair and helped his female classmates crawl out first. The monster slowly made his way down the hall as his regained the remnants of himself used to attack Spidey prior. The webhead groaned as he came to cradling the back of his head as he stood up. A crimson tendril wrapped around his torso and was thrown into the ceiling by the monster and was smacked against the ground repeatedly as the monster finally entered the room. His body racked with pain Spider-Man could barely move as the monster lifted him up by his torso, his body limp as the beast held him up at eye level and then tossed him into a pile of desks on the right side of the room near the door.

The creature looked up to see half the class evacuated out the smashed window and roared at them raising its tentacles. Spider-Man struggled to stay conscious but was broken from the ordeal and could hardly defend himself let alone the students. Rumbling footsteps caught the beast's attention as a caramel colored fist flew at him nailing it in the eye. The monster staggered further inside the classroom as Power Man pummeled the creature's face and chest. The monster squealed with each hit before slashing Power Man's ribs underhanded with his claws. The hero staggered back as five large tears appeared along the lower left side of his costume but didn't have a scratch on him. The monster ruthlessly punched him square in the face knocking him back another step as the monstrosity threw his right arm in the air forming a gigantic saber and slashed him down his left side.

Another large continuous tear appeared down the left shoulder of his costume and extending down to his thigh but still the hero didn't bleed and stood defiant as the creature let out a confused gurgle.

"Why don't you bleed? You should be dead now." the creature spoke. The left corner of Power Man's lip arched as he replied.

"Unbreakable skin baby. It'll take a lot more than that to hurt Me. But let me show you what else I can do." he told him. But was cut short when the beast morphed his hand into a spiked mace and sent him through the ceiling.

"That wasn't what I _meeeeeant!" _Power Man yelled flying out of the high school.

"Well that didn't go as planned." White Tiger said as she, Iron Fist and Nova stood in the doorway drawing his attention. The other Warriors got in defensive stance as he turned faced them fully, at that same time Spider-Man started to regain consciousness.

"We have to get him away from the school. There's not enough room for us to fight him in here." Nova told them.

"But if he's out in the open he poses an even greater threat. At least here we can keep him contained for the most part. Property damage or not." White Tiger corrected.

"Our lead priority should be the safety of the students and public above all else. We need to end this now." Iron Fist added.

"Agreed!" Tiger and Nova said standing on either side of him. Nova clenched his fists giving off a bluish-white glow while Iron Fist's right hand shined gold and Tiger deployed a neon green telescopic bow from her belt as they stood in the door.

"Who else wants a piece?" the creature growled turning his left hand into a two-prong saber claw and his right into an axe as the trio rushed into battle.

The monster roared as he charged back extending his axe hand through a sinewy cable waving it overhead. Nova opened with a dual energy blast from his fists as he flew over his teammates blasting the monster several times in the chest but had no effect like White Tiger ducked right and a green electric charge raced down her Bo staff and projected the rod into the monster's side shocking him, while the monster struck back with his saber claws. Nova continued blasting him while Iron Fist ran straight and leaped into the air using his Ki energized power punch into the monster's chest disrupting its fluid physiological makeup throwing the creature back into a wall. The beast crashed to the floor a moment later but recovered on all fours growling at the team. Nova hovered overhead with a volley of laser fire. The creature remained defiant as Nova rained down a stream of energy but the monster leaped and tackled him in the air and slammed to the ground choking him, while his teammates struggled to get him off.

The monster captured the two heroes in his tendrils and strangled them holding them off the ground. The heroes fought with White Tiger slashing with her claws and Iron Fist using his power in both hands to break loose till Spider-Man came at him with a flying kick. The monster shot a torrent of its fluidly reserves out its chest and ensnared the wall crawler in midair, coagulating over his torso and rendering his limbs all but unusable. The heroes were helpless against the being as he slowly choked the life out of White Tiger and began doing the same to Iron Fist while holding down Nova. The masked champion finally had enough throwing his hand at the creature's face and unleashing a full powered blast engulfing his face and upper chest and blowing the creature clean through the ceiling and two additional levels overhead. White Tiger choked and gasped clutching her throat as she and Iron Fist landed on their opposing hip, with Spider-Man on his back. The Warriors regained their breath and were inundated after the assault.

"Everyone okay?" Iron Fist asked. The team muttered their relief and was still trying to catch their breath with Tiger taking the worst of it. The heroine took off her full facemask revealing her as Latina and was still choking, holding her throat.

"Ava you all right?" Iron Fist asked. The Tiger finally caught her breath and slowly replied.

"I'm fine Danny." She replied breathlessly.

"Pete? Rick?" he asked as Spider-Man gave him a thumbs up still on his back while Nova clapped his hands over his face.

"Let's not do that again." groaned Nova and took off his helmet revealing him as a dark skinned Hispanic-Caucasian with dark slicked back hair and lay on his hip and elbow completely out of breath.

"I wonder how Luke's doing?" Pete asked still on his back.

At that same moment Power Man came out of a forest a considerable distance from the school holding his shoulder and was pretty banged up as he leaned against a tree and sat down cradling his injury.

"Ah…damn that hurt." He muttered. Back at the school the Warriors' wrist devices chirped as Norman's voice came through the other end.

"What happened?" he asked, Nova was about to answer but Iron Fist opted instead.

"We uh…. we ran into a little situation." The blonde stated.

"What kind of situation?" their employer asked with a hint of anger. Danny looked up at the gaping hole in the ceiling and the destroyed upper levels as a small piece of debris broke off the ceiling.

"Oh…you know…the usual." He admitted.

A half a mile from the school a defeated Flash Thompson laid sprawled out on the street with a large portion of his monstrous form splattered across the pavement making the scene appear far more gruesome than it was. With half the creature's face still plastered over his own, while leaving his chest and upper arms exposed. Police later cordoned off the area with barricades and squad cars blocking the scene on all sides while concerned New Yorkers looking on, uncertain of what had happened. While New York's finest were left with a slew of questions as evening set in.

"What the hell is it?" an armored officer asked the commissioner.

"No idea, but whatever it is _he's_ alive." Commissioner George Stacy replied as they stood over him. At that same moment the New Warriors arrived on the scene battered but mostly recovered from their earlier battle as Stacy looked up at them.

"Any idea what this is?" he asked.

"That's the creature we were fighting earlier Commissioner." Spider-Man answered with Commissioner Stacy giving him a gesture to continue. The wall crawler sighed as he identified the monster.

"His name is Flash Thompson sir, he goes to the high school sir. We're not sure how he ended up this way." he added.

"That's what we intend to find out." another voice called out to them as Stacy and the team looked up to see an older Caucasian man wearing a blue and silver jumpsuit and a dark trenchcoat, with brown wavy hair that was turning gray at the base, and an eyepatch approach them.

"Who are you supposed to be?" the commissioner asked.

"Nick Fury, Director of S.H.I.E.L.D. That thing is a threat to public safety, ergo I am remanding it into our custody." He replied as several similarly dressed agents came up behind him and started processing the scene.

But the team and more specifically Spider-Man and Commissioner Stacy protested with the lawman putting himself infront of Fury.

"With all due respect director this crime scene is still under my jurisdiction." He said.

"Well I'm afraid that's out of your hands now commissioner." Fury said dismissively and walked past him till Spider-Man stepped before him before he could even get past Stacy.

"Hold up, what are you going to do with him exactly?" Spider-Man asked.

"That's not your concern son, now step out of the way." Fury told him. But Spider-Man was defiant.

"It _is_ my concern. That guy is a minor, and I don't think he was in control of himself when he turned into that." the wall crawler defended.

"And how exactly would you know that?" the director inquired. The hero furrowed his brow beneath his mask and looked away as Comm. Stacy cleared his throat, before touching the young man's shoulder.

"Spider-Man you mind if I have a word with you?" he asked ushering the wall crawler away from Fury.

"You can't let him do this." Spider-Man said in a hushed voice.

"I don't have a lot of power in this situation unfortunately. And from the looks of it these guys are government agents. Which means that even the lowest guy outranks me considerably." George said.

"Commissioner if we let them have him, their going to carve him up and do God knows what else to get whatever the hell that thing is inside of him." Spider-Man pleaded.

"All right I'll see what I can do." Stacy replied as they broke huddle.

"Director Fury as Spider-Man has already pointed out, the suspect is a minor. At the very least we should alert his parents to what has happened. As well as any kind of medical treatment he might need." He said trying to reason with him.

"The parents can take it up with me, we have our own medics that'll attend to his injuries if he has any, however my priority remains the same Commissioner. So I strongly suggest that you, your men and these _superheroes_ stay out of my way. Do I make myself clear?" he asked getting in the commissioner's face. Comm. Stacy gave him a look of disgust.

"Crystal." He replied in a low voice, and reluctantly conceded to the director. Stepping out of his way. A smug smile appeared on his face, as he stood straight up with his hands behind his back.

"I'm glad we have an understanding. Don't worry in a few minutes, this wont be your problem anymore." Fury said walking past him. The commissioner tightened his fist in anger while Spider-Man and the other Warriors glared at him off to the side.

The agents secured Flash to a hardback stretcher and fastened him down onto a gurney while three or four others gathered up specimens collecting them in large baggies and going over it with a fine toothed comb and as Fury promised only took a few minutes before raising the student into the Helicarrier as they looked on. Inside the carrier Flash was transferred into a large containment tank still in his half beastly form stripped down to his underwear and had a series of tubes now siphoning the mysterious substance out of his system.

"How are we going to get him out?" Spider-Man asked the commissioner.

"I don't know. But as much as I hate to say it, he may have a point. Maybe they can help separate him from that monster and figure out what exactly happened to him. And hopefully prevent it from happening again." Stacy replied looking up at the airship.

"And if they don't?" he asked looking back at him.

"Then I'll hold him personally responsible." The commissioner replied sternly.

"Amen brother." Spider-Man added as the Helicarrier departed over Midtown.

_Author's Note: All right what'd you think of that? Anyone want to take a guess what creature Flash Thompson transformed into? Not to be snarky, but I'm pretty sure my more comic savvy readers/friends can figure it out. Anyway I'm sorry if this was just a filler chapter. I guess the overall plot isn't really moving that fast, I apologize for that one guys. I don't know about you, but when I write I often feel that its the journey rather than the destination since when I latch onto a story I like I want to continue it for as long as possible. I'm sorry if this was just filler, but I still appreciate insight from all my readers. So anyway Captain George Stacy makes his apperance in the new timeline, for those of you that are wondering he's an established character from the comics. And is basically Spidey's own Commissioner Gordon if you will. And I like him because he's one of the few people that actually trusts Spider-Man and was especially fond of his portrayal in The Spectacular Spider-Man: Animated Series, of which I based his character off of. As for the creature itself, he's a very well known villain in the Spider-Man universe and is related to Venom, called Carnage. Got to show Spidey's team The New Warriors in action. Hope you guys enjoyed that. Let me know what you think. Oh and just so you know Nick Fury was originally white in the comics. Just thought I'd point that out. As for the Warriors themselves their fist names were revealed and thier civilian names are as follows Danny Rand/Iron Fist, Ava Ayala/White Tiger, Richard 'Rick' Rider/Nova, Luke Cage/Iron Fist, and Peter Parker/Spider-Man. _

_Please review, _

_Gallant. _


	5. Fire On Genosha: XMen vs Acolytes

_Author's Note: All right I'm back with another chapter. I'm actually really proud of this one. I think this is probably one of my best chapters yet. I'm really quite pleased with myself, and I hope you guys enjoy it as well. I'm sorry if the last chapter seemed like filler and was irrelevant. I'll try not to do that anymore. Enjoy guys. :D_

_**Spider-Man/Avengers: Tempest of Time**  
_

_**Chapter 5**_

_**Fire On Genosha: X-Men vs. Acolytes**_

Back in Genosha, the X-Men were finally led up to the palace while Wolverine was similarly escorted by the Acolytes up a different trail, coming into view of the palace they were greeted by its king with open arms. The X-Men however remained tense as they saw Wolverine being escorted up the hill by his Acolytes. Logan gave his teammates a nod showing that it was all right as they finally met with the king.

"Welcome my brethren to my humble abode. I am Erik Magnus Lensherr, ruler of the mutant homeland. I have received word that your mission here is a peaceful one." Magneto said charitably. The X-Man known as Jean Grey stepped forward to address him.

"Yes your majesty we represent a mutant peace activist named Professor Charles Xavier. We were hoping we might have a word with you." she requested. Magneto looked at her for a moment.

"You are from America are you not?" he inquired. Jean blinked and looked back at her teammates.

"I ain't American bub." Wolverine shot back at him from over on the Acolytes' side, earning him a glare from subjects.

"Uh, well Yes. Although technically not everyone here is from the U.S." she replied glancing back at Nightcrawler, Colossus, Storm and Wolverine.

"Then what countries do you represent?" he asked snippily causing her to grimace but remained even tone as she turned back to him.

"We don't represent any nation or their governments, what we represent is the mutant race. And as mutants we ask that you cease any and all hostilities against mankind." She requested firmly. A vicious sneer marked his features as he replied.

"Mankind is what brought this island nation to ruin, mankind's war tore it apart caused the deaths of thousands of innocent Genoshians while I watched my own wife die before my very eyes. It is because of their brutality that I seek to arm and unite all mutants so as to save them from the same terrible fate that befell my family and my country." He hissed.

"Be that as it may your majesty what your doing is wrong. Surely you cannot judge one nation's sins upon the entire world." Beast answered stepping out behind the group.

"And who are you to speak in such a manner?" Magneto asked.

"Dr. Hank McCoy, your highness. Codename is _Beast_ and while I do apologize for my brashness in speaking out of turn. What I say to you is the truth, starting a war with the humans will only excavate the current socio-political climate regarding humans and mutants. By doing this you risk starting a war with not just one nation, but to bring the full brunt of the UN down on Genosha's head. As someone that had experienced such a slaughter, I seriously doubt one would like to go through it again." Beast replied candidly. But Magneto wasn't swayed by his words.

"Be that as it may, there is a war coming against mutants whether we accept it or not. I have heard from many of those that have taken refuge on this island about being locked up and experiment on to exploit their powers, or simply to see what makes us tick. While others were falsely imprisoned because they feared their powers as my young ward Cyclops can attest to!" the king countered drawing the X-Men's attention back to Scott.

"He came to the island after spending three such nights in jail having done nothing wrong. The humans turned their backs on him, and considered him an outcast. They would have just as soon killed him if my Acolytes hadn't intervened, as they would have done with any of my elite subjects, whom humanity has dubbed too dangerous to live. And you think that _I_ am in the wrong Dr. McCoy?" Magneto asked.

Indeed his lead Acolytes was some of the most dangerous mutants alive. Sabertooth an elite killing machine, Mystique a shapeshifting mutant assassin, Pyro a mutant that could burn down entire cities, Avalanche who could tear said cities apart, X-23 a child prodigy assassin, Havok a man whose body stores limitless cosmic energy and was a powder keg waiting to go off. Polaris Magneto's emerald haired daughter that can manipulate the magnetic field, and Quicksilver her brother the fastest boy alive, along with Cyclops their stepbrother who housed destructive energy blasts behind his visor.

Wolverine narrowed his eyes behind his mask there was no doubt in his mind that Magneto's words rang true. But that didn't mean he was about to align with the psycho if he's ready to wipe humanity off the map, even if they were contemptible bastards for the most part. Logan closed his eyes and folded his arms chiding him.

"I hate to admit it but he's right. Not a lot of humans have shown me much in the way of kindness over the years. I've been through worse things than any of you could ever imagine." He said stunning his teammates as Magneto smiled thinking he won him over.

Wolverine then opened his eyes and pointed his finger at the king in defiance.

"But that doesn't give you the right annihilate them. Humans may be bastards but they don't deserve that. And any man that's willing to commit genocide doesn't deserve to be king." He remarked earning the king's anger as those of the Acolytes taking an aggressive stance.

Magneto glared at Logan and could sense the Adamantium lurking in his body before turning to the other X-Men flanked by Cyclops.

"And do you share his viewpoint?" the king asked angrily. The rest of the team was hesitant to answer to try and maintain the diplomatic atmosphere.

"And maybe you haven't noticed buckethead but all that jizz about preventing mutant genocide at all costs means that you've turned into the very people you fought against. You're turning into the tyrant that destroyed your own nation!" Wolverine barked.

"Logan!" Jean yelled.

Magneto roared throwing out his hand trapping Wolverine, causing him to freeze up and hurled him into the nearest tree(s) before sending the mutant skyward where his sphere of influence worn off and Wolverine freefell towards the earth.

"Logan!" Jean cried and flew out to catch him. But midway down Magneto intercepted him once more and zinged him to the left before Jean could reach him and plowed the mutant face first across the earth.

"And that is with only a fraction of my power. You want to see what I can do at 100%?" he asked clinching his fingers causing Wolverine immense pain.

"Stop!" Jean yelled.

"Father you don't have to do this. You've made your point. Father stop!" Cyclops yelled while Magneto continued to torment Wolverine until a laser blast hit him in the shoulder. The king staggered to his side and looked up to see Cyclops having fired the shot with a hand on his visor.

"What are you doing?" he hissed.

"What I should have done long ago." Cyclops replied.

"You impudent little brat. Don't you see that their presence here is corrupting you? I raised you and looked after you like a son." Magneto said incredulous.

"You took me in and taught me that we're special, that we're better than the humans. Tell me father, how much better are you than them if you threaten your own kind?" he asked inflaming his father's hatred even more.

"You _dare_ that speak that way against me? After_ all I've done for you? You were to be the next king of Genosha! Putting you ahead of my own flesh! And blood!"_ he said in outrage while his son looked back at him in silence.

"I guess I wont be heir to the throne then." Cyclops replied in a low calm voice.

Sabertooth growled popping his claws while the rest of the Acolytes reacted in kind to his betrayal, while their king looked back at him seething in hatred.

"Then you are no longer a son of Genosha!" snarled Magneto. Cyclops took a step back with a hand on his visor as the Acolytes and X-Men readied for combat while Wolverine remained facedown in the dirt and struggled to get up.

Logan growled forcibly drawing his claws while Magneto was distracted and lashed out at the king with an upward swing. The king reacted at the last moment while Sabertooth tackled his nemesis from behind sending Logan into a tree and by proxy throwing Sabertooth off balance. With Wolverine pinned to the tree Sabertooth took advantage and again impaled with stomach with his four-titanium claw. Logan roared in pain while Magneto held the mutant down and was again blindsided by his son Cyclops, who threw his free hand out and tore his gold lined visor clean off his face causing Cyclops' optic beams to fire wildly out of control while the rest of the Acolytes clashed with the X-Men. Nightcrawler vanished among his cohorts in a cloud of smoke and appeared on the shoulders of Avalanche infront of him startling the mutant as Kurt punched the Acolyte in the face and leaped did a barrel roll flip in the air. While the hit caused Avalanche to accidentally release his seismic abilities on the ground throwing his opponents off balance as he fell back.

Storm flew overhead as a thundercloud rolled in and targeted Magneto the mutant king looked up and was amazed as Storm hurled a lightning bolt at him, he jumped back at the lightning struck and his son Quicksilver saved him from its effects. Storm's eyes glowed white turning the thundercloud into a torrential rain dousing the speedster and Magneto causing him to lose his footing and slid in the mud taking his father with him before turning the rain into large hailstones and pelted them. With Magneto out of the way Wolverine was able to continue his battle with Sabertooth breaking his forearm even while his claws were still buried in his stomach and headbutted the beastly mutant knocking him back and slashing him horizontally across the face. Sabertooth growled until a sticky substance coated his foot, an act committed by the X-Man Toad who was crouched down off to the side.

"Storm now!" Logan yelled as Ororo who was still dealing with Quicksilver and Magneto struck an errant bolt at Sabertooth electrocuting the monster and incapacitating him.

Elsewhere on the battlefield Pyro created a circle of flames as Beast bounded through the blaze on his knuckles evading Pyro's aim at each turn before leaping over the wall of fire as Pyro looked up in horror and was pounced on with his feet while Colossus assumed his metallic form and did battle with the seismic villain Avalanche. In another part of the battlefield Wolverine was faced with the supposed runt of the litter known as X-23 who to his surprise had his abilities. The pintsized girl swung wildly at Logan with her claws blocking them with his own. The only problem was that with only two claws and petite size her own claws passed through the gaps in his effortlessly but didn't have the same reach as him which Wolverine took advantage of.

The girl had some impressive skill and was more versatile than Logan getting in several airborne strikes, but still couldn't touch him effectively because of her size. And was at the point where Logan simply held her at bay by pressing down on her forehead while she lashed at him from a distance. Frustrated the young mutant drew a claw from her left foot and dug it deep inside Wolverine's hip. The elder mutant growled doubling over before Laura slashed him across the face with her two prong claws, and twirled her body around in the air with her foot claw still in his hip throwing the older mutant to the ground. Wolverine grabbed his hip as the younger mutant stood over him with her claws inches away from his face.

Wolverine looked up at her tensely as she stood over him, the younger mutant narrowed her eyes at Logan. The girl in question was quite short, with a petite figure with long black hair and blue eyes, and wore a black cropped top with a brown vest and tight black pants and looked as though she was 14 years of age, with her claws still at him.

"You have claws similar to mine. Why?" she asked authoratively.

"Believe me kid I've been trying to answer that question for years. And it seems as though you had a similar treatment." Wolverine replied as she scowled.

"What do you know about it?" she asked. Wolverine narrowed his eyes at her.

"Just that they made me into this. Some government agency called Weapon X." he answered as her eyes widened a bit in shock and lowered her talons allowing for him to stand while the battle continued around them.

"Who are you?" she asked.

"My name is James Logan Howlett, but my teammates call me Wolverine. Who are you supposed to be?" he asked in the same tone. But the girl didn't answer him as the wind swept over her hair.

"What's the matter you antisocial or something?" he remarked.

"Probably. I only asked because your abilities are similar to mine. My name is Laura Kinney by the way or…X-23…as I'm called." She said defiantly, and trailed off in the last sentence.

"What kind of name is X-23?" he scoffed as Laura scolded at him and looked away.

"It's what they called Me." she muttered.

"So what are you doing with someone like Magneto?" he inquired never breaking his cynical tone. And it was Laura's turn to scoff at him.

"What difference does it make? Its not like I'd be welcome anywhere else." She replied.

"Kid listen I've been around a long ass time, and if there's one thing I've learned it's that you always have a choice." He said standing over her. Laura hung her head forlorn.

"Your lying…I can tell." She said, Logan raised an eyebrow at her.

"You didn't have a choice…you've never had a choice. You were always made to kill…just like me. And I'm willing to bet they tore out your claws and coated them with Adamantium as well." She said looking down at her own, blindsiding Wolverine with her revelation.

"That's all I was bred for…I was born to kill." She said looking up at him. Logan shook his head.

"Your not, you can do greater things for years I thought I was the same way. But then I found a man named Charles Xavier and set me on a better path." He told her as the violence continued.

"Then what are you doing here?" she asked. The elder mutant was silent for a moment before responding.

"I was sent here for peace talks with Magneto, but the plans changed. And I don't mean the battle." He said, as the scene grew more chaotic.

"What do you mean?" she asked.

"Come with us and I can promise you a better life at the Xavier Institute. Away from all of this." he told her gesturing over battlefield that was now consumed by fire. And looked up as the X-Men and Acolytes raged with the wall of fire reflecting in her eyes.

"Is this what you want Laura? To be surrounded by death and destruction all your life? I can promise you better." He said his voice reaching over the flames as she looked back at him like a deer in the headlights.

The battle continued as more or Magneto's Brotherhood entered the fray with Colossus coming to blows with a morbidly obese mutant calling himself The Immovable Blob. The pliable mutant stood true to form as Colossus charged the half-ton mutant punching him in the gut, but found his fist swallowed up by the Blob's enormous paunch. Colossus looked up at him in shock as the Blob drew back his own fist punching Colossus in the face and then belly bumped the titanium mutant into the higher reaches of a nearby tree.

Close by Nightcrawler continued to Pyro teleporting in and out as the villain tried to roast him with Nightcrawler kicking him in the face on his next appearance and used a break dance style of fighting with flares and kicks, and trading up punches while balancing on his tail as he spun around freeing changing it up every few seconds before the frustrated Pyro retaliated with a double gauntlet blast at point blank range. Nightcrawler teleported out and reappeared behind him brandishing a large curved dagger as Pyro turned around and fired at him again as Nightcrawler vanished in the stream of fire and reappeared overhead.

The mutant dropped in with the blade edge down and severed the right cable feeding from his backpack into his gauntlet cutting off his napalm supply. Before Pyro whipped around as Nightcrawler slashed at his torso crossways eliciting sparks off his armor as Pyro shot at him again, the mutant slid underneath his left arm on his knees and slinked up slicing the remaining cable rendering him powerless before punching him out and sent the young mutant spiraling to the ground.

A cleansing rain soon squelched the flames as Storm rolled as the tables started to turn against the Acolytes. Beast tried his hand against the Blob but couldn't gain any ground against the immovable titan and was soon joined by Colossus as the pair grabbed his arms on either side and struggled to hold him down while Jean hovered overhead and used her telekinesis to launch the ground the Blob was standing on and catapulted him a short distance across the battlefield landing hard on his back and knocking him out. Jean dropped out of the air a moment later and staggered briefly once she was on her feet and rested against her knees exhausted.

"That guy was heavy." She remarked to no one.

Across the battlefield Cyclops continued aiding the X-Men holding fellow Acolyte Mystique at bay with his energy blasts. The blue skin mutant dodged his blasts every which way with a series of tumbles wielding a set of pistols and returning fire that he and Toad continued to dodge. Toad spat a thick black wad of slime in Mystique's face blinding her while Cyclops shot her in the midsection taking her out but was ambushed by the Asian assassin known as Psylocke, who wielded a violet energy saber against them. Toad screamed as he jumped out of the way leaving Cyclops to fend for himself and was driven back as Psylocke blocked his attacks with her psychic katana slowly closing the distance between them until she backed him into a corner.

Cyclops narrowed his eyes as his visor glowed brighter and finally blasted her with a flash knocking her out. Although the X-Men continued to defeat the Acolytes one at a time, more of Magneto's brotherhood came to their defense until the X-Men were quickly overrun. At that same moment however a small number of Genoshians turned against their people as several Acolytes were bombarded with brightly colored prismatic blasts resembling fireworks and revealing the young runaway friend of Cyclops known as Jubilee and was a welcome sight for the former prince.

A larger explosion occurred outside their line of sight of Cyclops' other friend Gambit and then Rouge made their presence known.

"I dun know what you did to make all dez people angry Cyclops. But it musta been worth it. Who are these folks here?" Gambit asked while fighting off a Genoshian with his staff.

"My new best friends." he replied sarcastically while physically holding off a Genoshian woman.

"I dun think your daddy will bail ya out this time." Gambit replied striking a reptilian mutant in the head with his staff.

"Trust me I'm well…aware of that." he groaned throwing the woman off to the side.

"We have to evacuate. There's no way we can beat this many of them on our own." Cyclops told them.

"Sure let me grab the keys to ma car!" Gambit replied in sarcasm while struggling against a larger rocklike mutant smacking him upside the head with his staff followed up with a roundhouse kick and threw some of his explosive playing cards at on coming mutants. And stuck one to the chest of the golem mutant he was fighting and took off as the card detonated injuring the mutant.

"Well somebody better clear us a path before I have to make one!" Wolverine growled across from them.

Five miles out fighter jets under Norman Osborn's secret employ approached the island with the lead pilot signaling to the others that they had the island in range and were arming missiles. Back on the mainland Wolverine narrowed his eyes and could scarcely make out the faint image of the oncoming jets but could hear the engines with absolute clarity despite the chaos happening around him.

"Missiles are armed, going in hot in T-minus 10 seconds." the squadron leader said over his radio. While his targeting computer locked in on the mutants battling inland.

"Targets sighted and locked." the squadron leader added.

"Jean..." Logan said cautiously from the mainland as she and others looked up and saw the jets coming in.

"Fire!" the squadron leader yelled launching the first volley of rockets followed by the others with a dozen rockets dotted the horizon

"Jean!" Logan yelled as she threw up a psychic energy barrier shielding the combatants on the ridge.

However the missiles scrambled with only half of them hitting the shield dead on while others sailed into Genosha striking the capital city, while another one hit beneath the ridge and causing it collapse beneath the mutants plunging them to the jagged reef below. Magneto looked on in horror as a single rocket hit the palace while another one sailed deep into the jungle and exploded sending his subjects flying into the air as several more breached the area.

The king flew into a rage and flew towards the source of the attack. At that same time the X-Men and Acolytes fell with Nightcrawler only managing to grab two of his teammates and teleported while Storm and Jean saved the others from certain death. Storm using a strong gust of air to keep Wolverine, Colossus and the team above the piercing shards while Jean kept Cyclops, Gambit, Rogue, Jubilee and the Acolytes afloat via telepathy while Magneto flew out to confront the jets.

The pilots panicked and fired their machine guns at the tyrant. Magneto halted the shells before they could reach him and sent them back at the cockpit of one jet shattering the canopy while the pilot sat helpless and dodged them. While the tyrant sent the jets crashing into each other while the pilots ejected. But Magneto would show them no mercy capturing the fleeing pilots in his magnetic hold and cast one unfortunate soul to the rocks before his chute could erupt. While another one was launched high above the carnage and into the briny sea. The Genoshian king dispatched the jets in quick order while several miles out a US Navy destroyer provided assistance and stood witness to the tyrant's assault. The king then caught sight of the vessel, to the horror of the men aboard and started towards them.

"Fire!" the captain yelled as the main cannons issued a salvo at him.

Magneto trapped the shell in his wake as the mariners looked on in disbelief. The king then jettisoned the shell skyward and erupted high above the battlefield as Magneto turned his wrath on the gunship. While inside the captain gave the order of full engines in reverse as the massive vessel started to retreat and to ready the ship's rail gun as a last resort. Having enough of their interference and the desecration of sacred Genosha, Magneto used his full power on the ship and began raising it out of the ocean. The aged king struggled briefly but with perseverance raised the ship by increments out of the water until it was out. Inside sailors panicked as they could feel the movement and raised the ship overhead. The seawater drained from beneath it as Magneto held the gunship up with one hand while the captain looked back at him in horror bracing his station.

"Fire the rail gun!" the captain yelled over his shoulder.

On the battleship's deck a two-prong weapon raised up as an arc of electricity raced between them and became more rampant charging up to fire. Magneto caught sight of the weapon and tore it from its base crushing it and casting it into the sea, and set about destroying the ship crumpling the hull racing upward from the bow. While below deck mariners fled as the ship exploded from within. And proceeded to crush the rest of the vessel leading up to the cockpit with the sailors leaping over the side to save themselves, while the captain stayed at the helm. Before finally crushing the stern and then ripping the battleship in two and subjecting the fiery remains to its watery grave.

Across the Atlantic in New York City, Norman Osborn watched in horror at the power Magneto exerted on the flatscreen TV in his office. The industrialist narrowed his eyes realizing what he had wrought upon the world. It wasn't that Magneto would go after any single country like most heads of state; he would have all of humanity's head on a pike. In truth Norman had single handedly started war with the entire mutant race.

_Author's Note: All right so what'd you think of that one? I really do feel the need to apologize for the last chapter for its perceived irrelevance. Anyway yeah I'm super proud of this chapter. My friend has been telling me that he's been looking forward to the X-Men/Acolytes battle for a while now as well as some other interactions. Hopefully I can keep it up. Anyway feel free to tell me what you think, and dont hold back. I welcome any constructive critism you might have as well. Let me know what you think. _

_Please Review, _

_The Green Gallant. _


	6. Alliance

_Author's Note: I'm back with yet another chapter. Hope you guys like it. _

_**Spider-Man/Avengers: Tempest of Time**  
_

_**Chapter 6**_

_**Alliance**_

At the Xavier Institute in Massachusetts, Charles looked on in horror at his tv as Magneto ripped through the American battleship and having slaughtered the fighter pilots that assailed the island nation of Genosha just moments earlier. At that same time a collection of young students also witnessed the carnage and couldn't believe what they had just seen. The professor leaned forward in his chair as the news report continued with streaming banners of what just happened before Magneto turned his attention to the camera crew itself and the image cut as Magneto raised his hand towards them. In the news room the desk anchor tried to maintain a calm presence and reassure the audience in the hope that the news crew present was all right.

Fifty miles to the north in coastal Northeastern Massachusetts stood the rival Massachusetts Academy of Tomorrow headed by one Emma Frost. A mutant telepath and ideological rival to Charles Xavier who was similarly stunned at what had happened in Genosha. Like Xavier, Emma has amassed her own personal strike team of mutants called Hellions. While the school itself boasted a small number of just 30 or so students, they were mighty at least by her definition and attempted to induct as many as she could find before Charles Xavier could recruit them for his school. Admittedly most of the students wouldn't have fit in at his institute anyway since a majority of her students were juvenile offenders and troublemakers in general, not the kind good old Charles would sully himself trying to reform. Emma was immensely proud in her students and would waste no opportunity to test her Hellions in battle against his precious X-Men. But even know she stood stunned at the destruction the king of Genosha had wrought upon the American military. She had heard stories about his rise to power, from a simple doctor, to resistance leader to king and now stood on the precipice of what would soon be an all out mutant war a notion that filled the headmistress with dread.

Back at the Xavier Institute in east central Massachusetts, the students tried to make sense of the violence and what this meant for them specifically as mutants. Many of him were just teenagers some no order than fourteen, and were terrified at the prospect of war with the humans while Charles himself remained locked in his office staring at the screen. He picked up on the thoughts of his young charges and reached out to them telepathically. An elder hand rested on his shoulder as he looked up and saw one of his instructors stand over him. At his home in New York City, Peter sat in shock next to his wheelchair bound Aunt May and Uncle Ben in the living room having just watched the carnage themselves, while his teammates also watched in horror in their civilian guises at their homes as did the rest of the country, neigh the world.

Onboard the S.H.I.E.L.D. Helicarrier Director Nick Fury stormed the bridge demanding answers, while at the Pentagon in Washington, D.C. a high ranking military official was asking his men the exact same question.

"Who the hell authorized an air strike on Genosha?" the general demanded entering mission control while scores of men worked at their stations scrambling for answers.

"We don't know sir, still verifying. All we know is that one of our ships was in Genoshian waters at the time of the attack. He ripped through our destroyer like it was tissue paper." The man seated before him answered.

Back in New York, Norman ran his hand nervously through his hair while looking out his office window. Sweat trickled down his brow as he tried to formulate a response for his latest blunder, before seeing Captain America's reflection in the window. Osborn tried regaining his composure but was still hunched over by the window as he looked back at the black suited Captain.

"What?" Norman asked in a low voice.

"Sir, it seems as though the strategy only made things worse. Therefore since it was my suggestion, I'm willing to take responsibility for this debacle." Captain America stated.

"And how do you propose on fixing this?" his boss asked cynically before turning to face him.

"Sir, Magneto poses a greater threat to humanity than any of us ever imagined. I propose forming a private strike force to contain the threat and eliminate it once and for all before it metastasizes to a global threat." Captain America suggested.

Norman grasped his chin pondering the Captain's words before looking back at him.

"Yes, a group to avenge the wrongs and defeat him before the mutant war even starts. Do you have any agents in mind?" Norman asked him.

"I can think of a few good men and women yes." The Captain nodded.

"Excellent find them and bring Magneto down as quickly and efficiently as you can. The fate of the world now rests in your hands Captain." Norman stated looking up at him.

The Captain saluted and left his office leaving Norman time to brood over the new team he intended to form as well as the fallout of his own actions. At the Massachusetts Academy a knock rattled the door to Emma's office as the headmistress shut off the TV and called the visitor in. The large oak door opened revealing one of her students, a handsome teenage boy in his mid teens with tanned skin and ebony slicked back hair stood in the doorway, her prized student Julian 'Hellion' Keller.

"Jules, what can I do for you?" she asked sitting up in her chair as she faced him.

"Ms. Frost…the other students are worried…what are we going to tell them?" he asked.

Julian a telekinetic was Emma's first recruit being her prized pupil from day one. Outwardly he was a pretentious bastard and the unquestioned leader of her Hellions squadron, but inwardly held a genuine concern for his classmates though he wouldn't admit it openly to anyone but Emma. The headmistress sighed before looking back at him.

"I don't know." She said.

Downstairs Julian's teammates stood in the lobby looking up the winding staircase that leads up to the headmistress' office. The team in question consisted of a group of older teens, including a muscular African-American boy with long dreadlocks wearing a red and white sleeveless uniform codenamed Tag, a girl with red hair and a metallic silver complexion, also sleeveless and midriff bearing costume named Mercury, a young Arabic woman in a black cloak and veil called a niqab codenamed Dust, a large gray, rock-like being that stood over his teammates also clad in a red and white sleeveless costume called Rockslide, and finally a young brown haired boy in a black trenchcoat, along with a dark shirt and pants underneath rounding out the team with the codename Wither. And were joined by their seventh and final member, a young teenage boy with shoulder length brown hair and having the wings of a hawk codenamed Icarus. And were soon flanked by some of the other academy students waiting for word from their headmistress.

Back at Genosha the X-Men stood in shock on the psychic platform having witnessed Magneto's destruction of the battleship and flight crew and sensed that this was perhaps the best time to escape. Retreating deep into the jungle beyond Magneto's view still fixed on the destroyed ship, the X-Men along with Gambit, Rogue, Cyclops, X-23 and Jubilee board the X-Jet and leave the island in camouflage mode.

Back at the Xavier Institute, an African American teacher with dreadlocks stood over the Professor as he addressed him.

"Any word from the team yet?" Bishop asked. Professor Xavier was still in contact with his fingers near his temple. Charles sighed, closing his eyes and answered.

"Yes, the mission…was a failure. They're evacuating the island now but are bringing with them some new recruits." He relayed looking back at him.

"So what now?" Bishop asked him.

"We regroup and plan for the worst." Xavier advised him.

"And what do we tell the students?" he replied. Xavier paused and hung his head.

"Professor?" the instructor repeated as X looked back at him.

"I must confer with Emma Frost, see what the proper response should be. In the meantime please keep the student body calm. The others are due back within the hour." Xavier replied as Bishop looked down at him forlornly.

"I'll do the best I can sir." He replied and walked out leaving Xavier to his devices. Once he was out, the professor looked towards the door and bowed his head in concentration.

"_Emma it's me…we need to talk." _ He said telepathically.

"_Yes I know you sure picked a hell of a time to start. The students are scared out of they're minds here." _She told him.

_"I know, I am sensing the same from my own students. We must put our differences aside if we are to avert catastrophe._" Charles told her. "And what do you suggest? Magneto is calling for blood now, even if our teams were to work together there's no way we can stop what's coming." Emma advised him.

_"There is always another way Emma. But we must act now or else the entire world will suffer his wrath."_ He told her.

_"And humanity will react in kind to his threats. Which by extension means coming down harder on the rest of us. And you can bet that both sides will go down swinging unfortunately. So how did your little X-Men fare?"_ she asked.

_"They were forced to retreat. I'm afraid that we must consent to a higher authority if we are to prevent this war."_ The professor said.

_"You mean the President."_ She concluded.

_"Or the U.N. But I'm afraid even that won't be enough. This may very well be our greatest challenge yet."_ Professor Xavier stated.

That evening Professor X arranged for a secret meeting within the Sanctum Sanctorum the mystically enchanted home of Earth's Sorcerer Supreme Doctor Strange. Meeting with the best and brightest minds in the superhero community, Charles sought council in how the alleviate total war against the mutant population. Among those in attendance were Reed Richards, alias Mr. Fantastic of the Fantastic Four. Namor the Sub-Mariner, the rough edged king of Atlantis. A violent and oft-times unpredictable regent who would do just about anything to insure the safety and prosperity of his kingdom, and who heroes and villains alike were wary of. Next to him was the silent but powerful Black Bolt, king of a hidden race of mutants calling themselves Inhumans. Beside him were Dr. Steven Strange, the aforementioned Sorcerer Supreme and master of the mystic arts. Finally rounding it out were Nick Fury, and Capt. Steve Rogers the super soldier known as Captain America.

"Gentlemen, tonight we stand at a crossroads, earlier today a squadron of US Navy jets opened fire on Genosha, in that moment we witnessed the proverbial death of human/mutant relations. Even as we speak Magneto is now mobilizing his army preparing to go to war with humanity. I have assembled you the most brilliant minds on the planet to prevent what could be an apocalyptic war between humans and mutants." Xavier said to the assembly.

"Charles with all due respect your reportedly the most powerful mind on the planet. What do you need us for?" Reed asked.

"You are a keen observer Reed, unfortunately my mind cannot dissuade millions of people from fighting all at once for eternity. This fallout has been long coming, and tonight whether we accept it or not history will change. If we are to save the world we must do something now." Xavier stated.

"I agree, so then how are we going to contain this threat?" Reed asked the others arms folded across his chest and stroking his chin as he turned to face them.

"I have a suggestion, although admittedly its not one I'm proud to admit. If we are to prevent World War III, we must go in there and cripple the power base itself." Captain America suggested. The others turned to him curiously as he stood in his black and metallic blue outfit.

"You want us to slaughter the royal family and his followers? No offense Captain but that's a terrible idea." Mr. Fantastic replied cynically.

"He may have a point Richards, this man is the poster child of the entire mutant rebellion. If we don't stop him, we're going to have a lot of dead people on our hands." Fury added.

"I'm not surprised that someone like you would resort to violence Director." Mr. Fantastic sneered.

"Boy I've saved your stretchy ass and this planet more times than you can count. What we're dealing with here is a war not a science experiment. There has to be acceptable losses and those who are willing to do the deed, that's how wars are won Richards." Fury spoke.

"And I've saved the universe more times than you can count Director. There's always an alternative that doesn't involve mass casualties." Reed reiterated getting in the director's face.

"It's called realism Stretch, you should try it sometime." Fury stated turning away from him.

"You want to talk realism Fury? I'm a scientist, that's about as real as it gets. If you didn't race into every situation with guns blazing, you'll see that there are options. But I suppose we'll just drop a nuke on Genosha _and see what happens!_" Mr. Fantastic yelled stretching his neck out and wheeled around till he was in the director's face once more.

"I'm sure the radiation will do wonders for them." he added hovering infront of Fury's face.

"Reed, Nick please this is no time to quarrel." Dr. Strange said getting between the two men still eyeing each other.

"Well I refuse to play a part in this. I'm sorry Captain, I know you're a soldier and all but I can't support this in good conscience." Reed said retracting his neck.

"I understand." He said looking back at him.

"Charles, gentlemen unless you have any other suggestions I bid you good night." Reed told them and left. The door opened and slammed shut as they stood around.

"Is this really our best option?" Namor asked the others.

"I sent the X-Men to speak with Magneto peacefully and try to turn him away from war. But it was too much. He's too consumed in his anger for them to reach. I'm afraid I also cannot act in faith to this either. I do not wish for you to destroy any mutants, let alone the king of Genosha. I just…don't know what else to do." Charles said remorsefully and wheeled himself out of the room. The remaining men watched as he left their presence with Strange turning his attention to Namor, Cap, Black Bolt and Nick Fury.

"So I guess that leaves just us." He said to them.

"And it seems as though I am the odd man out." Strange added.

Xavier later sat out on the front step of the Sanctum Sanctorum his head in his hand tenuously gripping the armrest with the other. Inside the four made their decision, Nick and Cap were already for the plan to demolish the Genoshan power base, with Dr. Strange against and Black Bolt initially holding the deciding vote. The Inhuman monarch instead communicated in sign language _'Do as you wish'_. A notion that shocked the three of them which Fury translated. The Inhuman king likewise washed his hands of it leaving Strange to reluctantly concede defeat. In that moment the Captain regret his proposal never knowing it would create a schism between them. It wasn't that he planned to outright murder the royal family or those that stood in his way, but knew that desperate times called for desperate measures and would have to abide with it. The next matter was forming the covert strike team he had in mind. And turned immediately to his first recruit.

"Director Fury I have a favor to ask you." the Captain said.

_Author's Note: All right so what'd you think of that? I'm actually quite proud of this chapter as well. All right so just to fill you guys in, Emma Frost is as some of you may have guessed a longstanding rival/enemy of the X-Men and her students the Hellions are basically her answer to Xavier's team. The Hellions are a group I've wanted to adapt for a long time now, so I guess you could call this a cameo for them. Another member of the team, a Sunni Muslim superheroine Dust is another character I've wanted to adapt for ages. Dust stands out because she is one of the very few Muslim superheroes in comics introduced a few years ago and is an active member of the X-Men in the comics. She can transform her body into a living sandstorm. I'm quite proud to finally have her appear in one of my stories. While we're on it some of the people that Charles met are some well known heroes in the comics. In the comics the group minus Nick Fury and maybe Cap are called The Illuminati. Basically a secret brotherhood of the smartest superheroes in Marvel Comics. Namor is an old Marvel character and has been around as long as Captain America himself. In fact he's one of the very first characters created by Marvel's forerunner back in the late 30s. And today can probably be best described as an asshole version of Aquaman. Black Bolt, king of the Inhumans, a race I dont know that much about to be honest. Anyway that's all for now. Hope you guys liked it, let me know what you think. _

_Please Review, _

_The Green Gallant. _


	7. World Reckoning

_Author's Note: All right sorry I've been away from this story for so long. I've been saving it for a rainy day I guess you can say. Anyway here's the next chapter. Hope you guys enjoy it. _

_**Spider-Man/Avengers: Tempest of Time**  
_

_**Chapter 7**_

_**Global **_**_Reckoning_**

A block away from the Sanctum Sanctorum in an alleyway a scarlet portal tore itself open as two figures emerged from it. The portal quickly vanished as a young teenage girl with scarlet hair, and a taller, broader, older man appeared along side her. Their facial features were hidden by shadow but could be seen wearing what appeared to be small portable oxygen masks with twin tubes coming out the sides. The girl's eyes darted around suspiciously taking in the new surroundings of brick walls and dirt street, with water seeping out of a gutter pipe and a fly ridden dumpster, before turning her eyes back to her mentor.

"Are you sure its safe to breathe?" she asked.

"Yeah, the air quality's not great but I guarantee it's a hundred times safer than what's at home." the old man said removing his mask showing him to be in his 50s or 60s with gray slicked back hair, with black along his temples sweeping to the back of his neck, with wrinkles, thick black eyebrows, and grayish-blue eyes.

The girl who looked to be in her midteens, probably about 15 or 16 continued to scan the urban environment and looked up at the night sky. And had long voluminous red hair that was combed to the left, with thin eyebrows and narrow green eyes.

"The sky's different, it isn't red." She said amazed.

"Yeah we're back before it hit. It's funny all my life I grew up with a blue sky, always took it for granite. Never thought I'd see it again." the old man stated wistfully.

"So which way is it?" the girl asked looking to her right. The old man checked a wrist computer built into his cybernetic left arm and pointed in that direction.

"It's right where you're heading. The Sanctum Sanctorum is that direction." Cable said.

"And that's where we'll find him?" she asked.

"Yes." He said.

"Then let's go. We don't have a second to lose." She said heading up the street.

On a stone balcony five feet up on the left hand side of the Sanctorum, Professor Xavier was buried in his thoughts over the atrocity that was about to wrought yet again on Genosha and the royal family. The pair approached the professor from the street level and made their way up to the balcony.

"Professor Xavier?" the old man asked grabbing his attention.

"Yes?" he asked looking up and turned his chair to face them.

"My name is Cable and this is Hope we have some pressing information to give you." the older man told him.

"I'm listening." Charles stated furrowing his brow.

"You may find this hard to believe but we come from ten years into the future. And the actions that you and the others take tonight will have dire consequences. We come from a future where a virus has wiped out half the Earth's mutant population." explained Hope. The Professor raised his eyebrows in shock as Cable continued.

"A fast spreading plague known as _Lukeophageia Adrenergic Shock Syndrome_ a cancerous disease that targets and overloads the mutant X-Gene, it was created to end the Human/Mutant War." He added grimly. The professor narrowed his eyes and bowed his head.

"My word…" he muttered clasping his hands in contemplation.

"Since then the Legacy Virus as its become known has spiraled out of control infecting humans and mutants both. With the virus now airborne, the outside world is nearly inhospitable. Those who are lucky to escape it live in air locked homes and domed cities; we have to wear masks everytime we go outside. Over 50 million mutants are dead worldwide Charles, and it's all because of what will happen in the next few days." Cable stated.

"And what of the X-Men? What happened to them in this time?" Charles asked looking up at him.

"The last remaining mutants in America now live in a domed city off the coast of San Francisco called Utopia, it's headed by Cyclops. Less than 200 mutants total remain uninfected." Cable told him. The news hit Charles like a ton of bricks and could feel his stomach churn at the prospect.

"Two hundred mutants. Do you know who's responsible for creating the virus?" he asked.

"No we don't. Professor we know that you just got done talking with the Illuminati. But we urge you to stop Captain America and his team from completing this strike against Genosha. It'll only end in failure, just like it did with your team." Cable advised him.

The professor was doubtful and read his mind. Cable narrowed his eyes at the professor as the apocalyptic images came to mind and realized he was telling the truth.

"I see, you are who you claim to be. So then how is Magneto defeated?" Charles asked. Hope shook her head.

"Magneto can't be reasoned with. There isn't a military force on earth that could stop him, eventually his rage consumed us all." Hope said as a telepathic image of a burning city took hold.

"He took so much from us our homes, our way of life. Nothing is the same in that era. Mutants are now a blight upon the Earth, and Magneto is its antichrist." Cable said as an image of an enraged Cyclops screamed unleashing his power on Magneto.

The mutant overlord stood firm blocking Cyke's optic beam with just his hand. The rest of the team lay in shambles and were strewn in a small pile with Jubilee seen laying across eschewing the view of all the other defeated X-Men save for Wolverine kneeling before the deceased form of Jean Grey.

"_The death of Jean Grey and especially of you Professor fractured the team. The mansion was destroyed and the hope for peace between humans and mutants died with you. With everything he knew torn from him, the man known as Cyclops, the man that Magneto raised was ultimately his downfall." _Cable narrated as Cyclops' visor shattered releasing a full powered blast on Magneto.

"_With the king dead, Cyclops claimed that the war was finally over. But…fearing their power and the loss of life the humans dropped a bio engineered bomb on the battlefield." _ Cable added as Cyclops looked up and watched in horror as the bomb dropped and the area was washed away in a blinding flashing of light.

"_Another telepath named Emma Frost, the last one in the X-Men's ranks saved them and ordered the team to evacuate." _ He added as the scene showed her holding up a large protective force field.

"_Initially the X-Men thought it was an atomic bomb, but Dr. Hank McCoy soon realized it had another purpose entirely. Upon learning its biological nature, Beast theorized that the surrounding area was no longer safe and that they must evacuate west getting as far from ground zero as possible. Within weeks the virus started to spread, in that time the X-Men fled to San Francisco and happened across the remains of Asteroid M, a base once used by Magneto that had crashed along the coastline and would use this as the basis for a new city. Before long the virus had encompassed most of northern New England. And due to modern travel it exploded out of control from there. In two months time it had engulfed the eastern United States, spreading into Canada. The X-Men hurried to complete their domed city and by the third month it was complete. Cyclops christened it __**'Utopia'**__, a save haven for which all mutants could flock to. By this time roughly half the nation's mutant population was sick, and those that were well enough fled there. Hysteria over the mutant plague had set in, as no one knew who carried the disease and who didn't. A slew of mutant experts including the likes of Dr. Moria MacTaggert were called in to deal with the situation and were stationed outside Utopia to ensure no infectees got in." _ He went on, describing the fallout.

"_At first the humans believed they won, having corralled the uninfected mutants into one space. However some weren't satisfied with that and began harassing and even torturing the infected mutants believing they couldn't get sick. And some of the more unfortunate ones were hauled away to interment camps to study the virus' effects on mutants. Those that became too ill were euthanized, but then the public started to question this practice and would ultimately hear the mutants' plight in a televised speech given by Cyclops. Denouncing the atrocities committed against them, suggesting that humanity be held accountable. By the forth month the virus had spread west of the Mississippi River, now covering 2/3 of North America and begun spilling into Mexico. In six months time the continent was contaminated. Those that couldn't get into Utopia fled the country inadvertently bringing the disease with them to the far corners of the world. Cyclops tried to maintain civil communications with the world's leaders. But with sightings in Europe, things continued to degenerate and more mutants continued to die. By the seventh month all of Eastern Europe was infected. And it was by this time that the disease began infecting humans through cross breeding, creating a new strain and accelerating it even further. At last count Australia and Antarctica are the last continents not to be infected with the Legacy Virus. Prompting some to establish a Utopia Beta near Sydney. And at last count we learned that Australia had been infected as well." _ He finished.

"And this is all because of the war." Asked Charles.

"Yes." Cable said nodding his head. Xavier buried his face in his hand.

"Its my worst fear realized, that hatred and anger would blind both sides and destroy the world." Charles said.

"Professor I'm afraid that these next few minutes will prove critical. And after that there will be no turning back." Cable warned. Inside the Sanctorum, Director Fury gave Rogers clearance after hearing him out on the importance to stop Magneto before the war could escalate any further.

The captain saluted him after giving the director the proposed agents of his new strike team and set about forming them leaving the Sanctorum as Professor Xavier came charging in.

"Director Fury you mustn't agree to this!" he said in an authoritative voice. The director and Captain Rogers looked back at him, as did the remaining members of the Illuminati.

"Sorry Charlie but we've already voted." Fury told him.

"You don't know what your doing." Xavier decried trying to reason with him. Fury scoffed and looked away before heading towards him.

"Professor Xavier I know how much you care for mutant rights. And while I respect all that you do, I have to remind you that I'm in charge of global security. I look out for the world's interests Charles, not just one nation or species therefore I have to do whatever it takes to make sure that the world is still here tomorrow even if that means having to blow up a small country to do it." Fury stated.

"Even New York State?" retorted Charles. The director narrowed his eye at him.

"Whatever it takes to keep this world from blowing itself apart." he replied in a low voice.

"And what if it does? What if your plan backfires in such spectacular fashion that you have effectively doomed us all?" Xavier asked.

On the outside deck of the Sanctorum Cable and Hope awaited Professor X, not wanting to complicate things with their presence.

"Think they'll listen to him?" Hope asked.

"Doubtful, if anything Fury will outright ignore him and say it's for the greater good or whatever." Cable muttered. His young charge looked back at him questioningly.

"So then what are we supposed to do?" she asked. Cable furrowed his brow.

"Put a stop to it ourselves. And by doing that, we may have to take down Captain America." He replied darkly.

"But he's one of the good guys." she told him.

"Supposedly. But he seemed a little too eager to me. And if he's the one that actually started all of this, then you know what it means." He replied cocking a large black futuristic rifle. The girl frowned looking back at her mentor and hung her head.

"It's just as you said earlier Hope. There isn't a moment to lose." He said with determination.

In an unmarked SHIELD bunker in New York Harbor, Steve Rogers assembled a new covert ops team to take down Magneto and end the war before it can start. Standing under a single lighted ceiling lamp as several more figures broke out of the shadows revealing the edges of their form and identity as they came into the light. The captain gave all his recruits the once over forming a circle. Amongst the new recruits was Nick Fury; Flash Thompson who was in handcuffs, Bruce Banner, Clint Barton, a young, attractive female agent, and a man resembling a slightly aged Tony Stark whose hair was turning gray at the base and temples. Steve glanced at the men and woman a while longer before Fury introduced them.

"Captain I'd like to introduce you to some my associates, standing before is S.H.I.E.L.D. Agent #13 –Sharon Carter." Fury said as the blonde haired, blue eyed svelte officer in a dark SHIELD uniform with long white gloves and boots, and white shoulder stripes stepped forward.

"Pleasure to meet you Cap." Sharon said saluting and shaking hands with him. The captain nodded as she stepped back.

"Also from SHIELD is former agent and master assassin Clinton Francis Barton." Fury added as the next man stepped forward. Cap raised an eyebrow at him and wondered aloud.

"Barton? But your dead." He replied.

"Barton had been operating in Japan as the masked vigilante/assassin known as Ronin. When his identity was compromised by the Yakuza he faked his death and has since taken up a new identity to join in this mission." Fury stated.

"Next to him is Dr. Bruce Banner, an award winning physicist that I once asked to work for SHIELD. He has a…a _certain_ temperament that can be hard to work with." Fury advised him.

"Then why is he on the team? He a science advisor or something?" Steve asked. The director simply smiled at him.

"Don't worry, you'll find out soon enough." He answered cryptically.

"Finally rounding out the group is a young kid named Flash Thompson who discovered he could transform into a monster, whom agents started calling Carnage. This other guy's story here is a little more complicated. The last man you see here is Gregory Stark, older brother of the late Tony Stark and who most of the world believed to be dead for quite some time. He's recently come out of hiding and has opted to join this mission using one of his companies commissioned battle suits." Nick stated as Gregory stepped forward.

"It's a little something I snuck out from under Osborn's nose." He said as the lights came on revealing a 12 ft high black and silver suit of armor with shoulder mounted guns and rocket launchers and a glowing white disk in the middle with red slitted eyes.

"My brother called it the War Machine armor." he said looking over his shoulder at the behemoth.

At the Capital Building in Washington, a storm was brewing as congress hammered out an emergency resolution of what to do about the coming mutant war. The right hand side was calling for the deployment of troops, while the left side of the room wanted a more reasoned response saying that sending them out would be suicide, a third section was even more critical arguing the possibility of mutants being 'embedded' in the military drawing further discourse starting a miniature war of words within the congressional chamber until a lone senator got their attention.

The senator in question was one Robert Kelly, a man in his mid to late 40s with short-ridged red and silver hair and thick glasses in a maroon suit had the floor. An outspoken anti-mutant advocate, Kelly propositioned the use of the newly formed Mutant Response Division. Deeming the entire nation of Genosha and every mutant therein a virtual weapon of mass destruction, Kelly asked for the authorization of _Project: Wideawake_. A controversial military implement of humans piloting colossal mutant hunting machines called _Sentinels_. Sentinels were heavily armed, 30ft tall humanoid robots programmed to detain, disable and if necessary destroy any hostile mutants. The program was struck down earlier in the year on what some argued as moral grounds. But now with the prospect of war on the horizon Kelly figured this was his chance to let his pet project loose on the pretence of saving humanity. Very few members of congress actually approved of the action, but Kelly had his backers, the most notable being the Sentinel creator Bolivar Trask and former head of Mutant Affairs and ousted director of S.W.O.R.D. Henry Peter Gyrich. Along with the Project: Wideawake members.

The senator reasoned that what he asked was for the greater good, and that they were looking down the barrel of all out war and what could possibly be a global extinction event. His words finally got through to them and briefly debated what this would mean. Back at the warehouse Cable tracked down Cap using a genetic tracker built into his cybernetic arm, and remained hidden behind a large wooden crate as the newly formed black ops team convened a few feet away.

_Author's Note: All right so what'd you guys think of that? Basically I more or less adapted the last 15-20 of X-Men history into a single storyline. This future is pretty bleak and perhaps one of the worst alternate futures I have ever written, which in this case is very good imo. Anyway that's all for now. Let me know what you guys think. _

_Please review generously, _

_Green Gallant. _


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